Czech airlines handling
Transcription
Czech airlines handling
Czech airlines A n n u a l R e p o r t 2 0 1 0 annual report contents 04 The Company and the Group 32 Subsidiary Companies 17 Business 37 Financial Part 2010 | II contents annual report 4 The Company and the group 31 Air Crew Personnel and their Training 5 Foreword by the Chairman of the Board and Company President 32 Subsidiary Companies 6 Company Profile 33 7 Important Developments during 2010 and 2011, as of the Date the Annual Report Went to Press CSA Services 34 Czech Airlines Handling 35 Czech Airlines Technics 36 HOLIDAYS Czech Airlines 10 11 Selected Economic Indicators Corporate Governance and Management ▶ Shareholders ▶ Administrative Bodies Supervisory Board ▶ Board of Directors ▶ Top Management ▶ Corporate Governance Code of the Company, Based on OECD Principles ▶ 16 Czech Airlines Group Structure – Organizational Chart 17 Business 18 Areas of Business Activity ▶ Regular Transport ▶ Cargo 19 Sales and Marketing 21 SkyTeam Alliance 22 Aircraft Fleet ▶ Aircraft Park 24 Czech Airlines Security 25 Flight Safety 26 Punctuality of Operations 27 Environmental Care 29 Human Resources ▶ Employee Numbers Development and Development of Human Resources ▶ Occupational Health and Safety ▶ Wage Policy ▶ Education 2010 | 2 CONTENTs annual report 37 Financial Part of The Annual Report – Report on the Business Activities of the Company and its Assets 38 Supervisory Board Report 40 Independent Auditor’s Report 43 Financial Statement According to Czech Accounting Regulations (CAS) as of 31st December 2010 ▶ Balance Sheet ▶ Profit and Loss Statement ▶ Statement of Changes in Equity ▶ Cash Flow Statement 49 Notes to the Financial Statements for the Year Ended 31 December 2010 93 Consolidated Financial Statement of the Czech Airlines Group According to Czech Accounting Regulations (CAS) as of 31st December 2010 ▶ Consolidated Balance Sheet ▶ Consolidated Profit and Loss Statement ▶ Consolidated Statement of Changes in Equity ▶ Consolidated Cash Flow Statement 98 Notes to the Consolidated Financial Statements 139 Czech Airlines Aircraft Fleet – Overall Operational Indicators 140 Czech Airlines Commercial Transportation Performance in 2010 141 Report of the Statutory Body of the Company Relations between Interconnected Persons 150 Annex no.1 to the Report on Relations between Interconnected Persons 151 Annex no. 2 to the Report on Relations between Interconnected Persons – Concern ČEZ 158 Equity Holdings of Czech Airlines in which the Company Had Significant or Decisive Influence in the Year 2010 159 Responsibility for the Annual Report 160 Glossary and Abbreviations 161 Contacts Note: Consolidated Annual Report was prepared on 13 May 2011 2010 | 3 annual report the Company and the group 2010 | 4 Foreword by the President of Czech Airlines Last year was a difficult period for Czech Airlines in all respects. The Company had to begin a complete overhaul of its functioning and had to deal with a number of events that had a fundamental influence on its operations. However, I can state with a clear conscience that we approached all the challenges – and they were numerous – responsibly and with a clear objective of stabilizing the Company and launching its transformation into a truly stable commercial entity that genuinely deserves its place on the air transport market. For Czech Airlines, the year 2010 brought major changes connected to the implementation of the Restructuring Plan approved by the Government of the Czech Republic at the beginning of May. This extensive set of measures, which among other things included the completion of the capitalization of a loan from OSINEK, is an outcome of our firm commitment to put the Company back on its own feet. The plan secures Czech Airlines’ long-term existence and is based on several key steps. Besides optimizing revenues and cutting costs, it reckons with a bold change in the concept of transportation network model. With the advent of the winter flight timetable for the 2010/2011 season, the number of unprofitable routes was greatly reduced while the aircraft fleet was adjusted to meet the real needs of the market and to reflect the new transportation network model. A fundamental role in the Restructuring Plan, however, is played by the change in structure of the Company and the move towards the holding arrangement of the Company. The passenger check-in and aircraft handling services, charter transportation and technical maintenance were, throughout the year and in accordance with the plan, hived off to detached subsidiary companies. Czech Airlines could therefore focus more on its main line of business, i.e. scheduled air carriage. It has become clear that the holding arrangement was the right choice. It allows for a much more flexible, transparent and effective functioning of the individual companies within the framework of the Group as a whole, with particular regard to the Management of overall costs. annual report In many areas we managed to reverse the negative economic trend, but some essential decisions still await us, along with a great number of changes. Probably the most visible change is the gradual integration of Czech Airlines, its subsidiaries and Prague Airport into the joint-stock Company Český Aeroholding. This is certainly not a merger intended to create one centralized Company. This step is an important piece in the jigsaw of Czech Airlines’ plans and requirements. We view Aeroholding as an advancement to the next level of the holding structure, i.e. a grouping of commercially independent companies that benefit from synergies and mutual support; crucially, this will bring major cost savings. At the same time, it increases the value of assets held by the principal shareholder, the Czech state. Even with individual entities being hived off into the Aeroholding, Czech Airlines will continue with its Restructuring Plan, scheduled for completion at the end of 2012. The year 2010 was not solely about the holding. Throughout the year we experienced a number of diverse events that taxed us on both operational and economic levels. One of them was the Icelandic volcano. Its activity paralyzed air traffic over Europe and ultimately throughout the aviation world. Czech Airlines’ flights were significantly 2010 | 5 impacted by strikes in certain European countries as well. There were also frequent occasions of bad weather afflicting us in the winter months. Although some of these events represented difficult ordeals, I think it is fair to say that Czech Airlines successfully dealt with them thanks to the professionalism and tremendous commitment of its employees. Towards the end of the year we also faced negotiations about new collective agreements. I am glad that I can again accentuate the constructive and responsible attitude adopted by all the participants. I am delighted that our employees proved once more that they are not indifferent to the future of the Company. The air carriage market is experiencing a modest recovery which fills me with optimism. I believe that all the changes the Company is undertaking – many of them painful – will bring rewards. I am convinced that Czech Airlines is returning to the sunny side of the aviation world, where, with its high standards and quality, it most definitely belongs. Miroslav Dvořák President of Czech Airlines Company Profile The Czech Airlines group provides a wide portfolio of services in the field of air transport. Thanks to its holding structure, it also offers other associated and highly specialized operations. The parent Company Czech Airlines a.s. (hereinafter referred to as “Czech Airlines” or “the Company”), is focused mainly on scheduled air transportation. Through its subsidiary companies and organizational units, it also provides additional professional services, e.g. passenger check-in and aircraft handling, charter transport, technical maintenance of aircraft, crew training, transport of goods and mail, operation of the Contact Centre, travel agency services and employment agency services, and many more. Czech Airlines’ core business is the transportation of passengers on regular, scheduled flights. Czech Airlines is the Czech Republic’s flagship air carrier and has been active in the field of regular air transport for more than 87 years. It ranks among the five oldest airline companies in the world. annual report In 2010 Czech Airlines provided air connections from the Czech capital city Prague to most European capitals, to important locations in the Middle East and North Africa, and to the republics of the Caucasus and Central Asia. At the end of the year, the Company offered connections to 100 destinations in 44 countries of the world, of which connections to 56 cities in 37 countries were provided within the Company’s own network. It therefore enables its customers to reach all major business and political centres comfortably, safely and swiftly. 2010 | 6 Important Developments during 2010 and 2011, as of the date the Annual Report went to press annual report 2010 | 7 2010 JANUARY FEBRUARY MARCH APRIL MAY JUNE ▶A ll ▶ An ▶ Czech ▶ The ▶ The ▶ Since activities connected to aircraft handling and passenger check-in were transferred to the subsidiary Company ČSA Support, s.r.o. ▶C zech Airlines won the Rhodos Award for Company image for the second year in a row. ▶A tender for the purchase of Czech Airlines’ independent business unit, Duty Free, was won by a member of the international group Lagardére Services, Aelia Czech Republic. extraordinary General Meeting of Czech Airlines discussed an offer by a party seriously interested in cooperation in the field of charter transport and gave the Management of the Company a mandate to continue negotiations. ▶ A subsidiary Company of Czech Airlines, ČSA Support, s.r.o., was renamed Czech Airlines Handling, s.r.o., after it took over all operations connected to aircraft handling and passenger check-in. ▶ The European Commission launched a formal investigation to review all stabilization and restructuring steps undertaken in Czech Airlines, including the audit of a loan provided to Czech Airlines by OSINEK, a.s. ▶ The transfer of an independent sales unit SOJ Duty Free to Aelia Czech Republic was completed. 79 employees of Czech Airlines were transferred to the new employer. ▶ Czech Airlines won the Best Airline Company category in the TTG Travel Awards competition for the tenth time. Airlines decided not to accept an offer by Travel Service relating to strategic cooperation in the field of charter transport. The Company preferred to hive off the nonscheduled transport services to a subsidiary Company. ▶ The summer flight timetable came into effect at the end of March. In the summer season of 2010, Czech Airlines offered regular flights to 110 destinations in 45 countries of the world, of which 68 destinations in 38 countries were operated within its own flight network. Supervisory Board agreed to the proposal of the Board of Directors to present the newly prepared Restructuring Plan to the Ministry of Finance of the Czech Republic in order to fulfil the relevant Government Resolution. ▶ The eruption of an Icelandic volcano stopped air traffic over Europe for almost seven days. Czech Airlines was unable to dispatch more than 900 flights; an estimated 75,000 Czech Airlines passengers were affected. ▶ The state visit by US president Barack Obama and the Russian president Dmitry Medvedev was one of the most important events of the year. The employees of the non-contractual handling firm Czech Airlines Handling were in charge of the handling of the Russian side’s aircraft. Czech Government approved the Czech Airlines Restructuring Plan intended to transform the Company into a stable enterprise. The Plan confirms that the Company is heading in the direction of a holding structure. ▶ Czech Airlines launched an innovated version of its website. ▶ An extraordinary General Meeting of Czech Airlines decided to increase the Company’s registered capital, and to go ahead with the capitalization of a loan from OSINEK, a.s. ▶ The transfer of Hangar F to Prague Airport was completed. The new owner guarantees Czech Airlines long-term usage rights. 1 June 2010, the charter services of Czech Airlines have been handled by the airline’s subsidiary HOLIDAYS Czech Airlines, a.s. ▶ The inevitability of restructuring the Company and the correctness of its direction was confirmed by the Czech Airline Pilots Association CZALPA on the basis of an independent analysis it had commissioned by agreement with the Management of the Company. ▶ The Czech Airlines General Meeting of shareholders approved steps transforming the Technical Department into an independent subsidiary. Important Developments during 2010 and 2011, as of the date the Annual Report went to press annual report 2010 | 8 2010 JULY AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER ▶T he ▶ The ▶ Martin ▶ HOLIDAYS ▶ The ▶ Czech international flight route of Czech Airlines to the Croatian capital Zagreb celebrated its 80th anniversary. ▶C zech Airlines Handling gained another important customer for its portfolio – Azerbaijan Airlines (AZAL) fist commercially branded aircraft of Czech Airlines was presented to the public. The A320 with registration code OK-GEB bore a visualization of the Citi Czech Airlines credit card. ▶ Technical services connected to the maintenance of aircraft and aircraft components were transferred to the subsidiary Company Czech Airlines Technics. Ondřej Konývka became the new Executive Director and Chairman of the Board of Directors. ▶ Czech Airlines welcomed the 500,000th member of the OK Plus Loyalty Programme. Štolba won a recruitment competition for the position of Executive Director of Czech Airlines Handling. ▶ The Czech Airlines General Meeting of shareholders decided on personnel changes in the Supervisory Board. Radek Šmerda and Miroslav Bernášek were elected as new members. Czech Airlines received the Air Operator’s Certificate (AOC). The Company thus became a fullyfledged air carrier, operating on the charter market under the code HCC. ▶ Czech Airlines celebrated the 87th anniversary of its founding. ▶ The first major changes to the traffic network model were reflected in the winter flight timetable. Czech Government approved the creation of the joint-stock Company Český Aeroholding, composed of Czech Airlines and its subsidiary companies and Airport Prague. ▶ Check-in for passengers on regular routes was overhauled, for example, with regard to the transport of cabin luggage. Economy class passengers now check in only at CUSS kiosks at Prague Airport. ▶ HOLIDAYS Czech Airlines signed an exclusive agreement with the travel agency Blue Style. Airlines unified the rules for transport of registered luggage on regular routes according to the “piece concept”. ▶ Czech Airlines air traffic was severely affected by weather over Europe. The calamitous situation limited operations at a number of European airports, including Prague Airport. Important Developments during 2010 and 2011, as of the date the Annual Report went to press 2011 JANUARY FEBRUARY MARCH APRIL ▶ J an ▶ The ▶ The ▶ Petr Čejka became the Chairman of the Board of Directors and Executive Director for Economy and Operations of the subsidiary HOLIDAYS Czech Airlines. ▶M ost activities of the Czech Airlines Information and Communication Technologies Department were transferred to Prague Airport. ▶T he administration and operation of the Crystal Lounges in Terminals 1 and 2 were transferred from Czech Airlines Handling to Airport Prague. ▶T he children’s loyalty programme JETSTERS was incorporated into the Czech Airlines OK Plus loyalty programme Minister of Finance signed the founding charter of the joint-stock Company Český Aeroholding. ▶ The Supervisory Board of Český Aeroholding met for the first time in a composition nominated by the Czech Government. The Supervisory Board elected Michal Mejstřík to the position of Chairman, while Zdeněk Zajíček and Pavel Kohout became Vice-Chairmen. The Supervisory Board of Český Aeroholding also elected members of the Board of Directors. Miroslav Dvořák became the Chairman and Petr Vlasák and Philippe Moreels became Vice-Chairmen. ▶ Jiří Marek was appointed VicePresident for Czech Airlines Sales and Marketing. joint-stock Company Český Aeroholding was entered in the Commercial Register. In this context, Miroslav Dvořák resigned from his statutory position as Chairman of the Board of Directors of Czech Airlines. The number of members of the Board of Directors was reduced from five to three. ▶ Czech Airlines signed collective agreements with all nine trade union organizations valid untill the end of 2012. ▶ The Company announced its plans to operate several new regular routes in the summer season, for example, to destinations in Ukraine, France and the Middle East. Matoušek and Josef Maurer joined the Supervisory Board of Czech Airlines as new members. It was agreed that the number of members of the Czech Airlines Supervisory Board would be reduced from six to three. ▶ In relation to the change of the legal form of Czech Airlines Handling from a limited Company to jointstock Company, Czech Airlines Handling, s.r.o., was renamed Czech Airlines Handling, a.s. annual report 2010 | 9 Selected Financial and Economic Indicators of Czech Airlines Total output (in CZK thousands) Operating profit/loss (in CZK thousands) Profit/loss before tax (in CZK thousands) Equity (in CZK thousands) Registered capital (in CZK thousands) Number of transported passengers 31 December 2010 16,547,753 (351,452) 76,159 376,367 5,235,510 31 December 2009 19,789,620 (3,539,760) (3,688,239) (2,352,045) 2,735,510 5,061,756* 5,464,643 Note: *Includes the outputs of regular transport for the year 2010 and charter transport for the period from January to September 2010. annual report 2010 | 10 Corporate Governance and Management annual report Shareholders Shareholder Ministry of Finance of the Czech Republic Česká pojišťovna a.s. City of Prague City of Bratislava Share (%) 95.6898 2.2642 1.5345 0.5115 Administrative Bodies General Meeting The General Meeting is the supreme body of the Company and is composed of the Company’s shareholders. The General Meeting makes decisions on fundamental economic, organizational and operating issues, as well as determining the strategic focus of the Company. Its competence and powers are defined by the Commercial Code and the Company’s Articles of Association. 2010 | 11 of the General Meeting or Supervisory Board of the Company. The Board of Directors meets at least once a month. Working Commissions, Teams and Committees of the Supervisory Board and Board of Directors In 2010, the following bodies were part of the Czech Airlines corporate governance: ▶ Audit Committee (of the Supervisory Board) ▶ Holding Committee (of the Board of Directors) ▶ Risk Management Committee (of the Board of Directors) Supervisory Board Prof. Ing. Michal Mejstřík, CSc. Chairman of the Supervisory Board since 18 November 2009, member of the Supervisory Board since 14 September 2009 Supervisory Board A controlling body with enhanced powers. In 2010, it was composed of six members. The Supervisory Board oversees the implementation of the Company’s business activities, elects and dismisses the members of the Board of Directors, and reviews the Board’s work. Four members of the Supervisory Board are elected by shareholders and two by the Company employees. As of April 2011, the number of members dropped to three, one of whom is elected by the employees. The composition, competence, and powers of the Supervisory Board are defined in the Commercial Code and in the Company’s Articles of Association. The Supervisory Board usually meets once a calendar month and at least eight times a calendar year. The Supervisory Board has assumed the obligations of the Audit Committee. A graduate of the Prague University of Economics in the field of econometrics. Acquired the Candidate of Economic Sciences title (CSc.) for his academic research in the area of project evaluation. Completed his studies at the London School of Economics (1990–91). During the past 18 years, he has repeatedly served as an external consultant to international organizations (e.g. USAID, the World Bank, the European Commission in Central and Eastern Europe and Asia), the Czech Government and a number of corporations. In 2002–2008, he served as a Vice-Chairman or member of the supervisory boards of Východočeská Plynárenská, Západočeská Plynárenská and Severomoravská Plynárenská. He has published over 150 articles both domestically and abroad. Board of Directors It is a statutory body managing the activities of the Company and acting in the Company’s name and obligating the Company in accordance with the rules defined in the Company’s Articles of Association. The Board of Directors was comprised of five members in 2010. The statutory body is elected by the Supervisory Board; its members are usually holders of senior executive Management positions in the Company. The Board of Directors makes decisions on all Company matters which are not regulated by legislation or by the Articles of Association and which are not within the competence Since 1997, he has been a professor of Banking and Corporate Finances at Charles University in Prague. He is active in the prestigious Institute of Economic Studies at the Faculty of Social Sciences of Charles University in Prague (IES), which he built up in the years 1993–2010 and headed as its director. He is also a member of the National Economic Advisory Council (NERV) to the Czech Government and, since November 2009, the Chairman of the Supervisory Board of Czech Airlines. He also holds the position of the Chairman of the Czech branch of the International Chamber of Commerce (ICC CR). In 1991 he founded the firm EEEIP, a.s., which provides consulting services in Corporate Governance and Management the field of mergers and acquisitions, restructuring and corporate finance. He is also its Director and Chairman of the Board of Directors. On 14 February 2011, he became the Chairman of the Supervisory Board of the joint-stock Company Český Aeroholding. JUDr. Petr Matoušek Vice-Chairman of the Supervisory Board since 30 March 2011, member of the Supervisory Board since 9 March 2011 Graduated from the Faculty of Law of Charles University in Prague, where in 2005 he passed the state doctoral exam in the field of International Private and Business Law. At present, he is active as a lawyer at the Ministry of Finance of the Czech Republic. From 2007 to 2011, he worked at the consular Department of the Embassy of the Czech Republic in London. In 2002–2007, he was employed as a lawyer at the Ministry of Foreign Affairs of the Czech Republic, first in the Office for the Preparation of the NATO Summit, then in the International Legal Department. Bc. Josef Maurer Member of the Supervisory Board since 1 April 2011, elected by the Company employees Gained a bachelor’s degree in the field of International Relations and European Studies at the Metropolitan University in Prague. He has worked for Czech Airlines since 1998 in the positions of a cabin crew member and cabin crew supervisor. He currently works as a cabin crew supervisor – OCCE examiner. Since 2002, he has been the Chairman of the Aircraft Cabin Crews Trade Union, which takes care of interests of flight attendants. List of members of the Supervisory Board who terminated their membership in 2010 or 2011, up to the date the Annual Report went to press Ing. Tomáš Uvíra Vice-Chairman and member of the Supervisory Board from 10 April 2007 to 31 January 2011 Ing. Miroslav Bernášek Member of the Supervisory Board from 30 September 2010 to 1 April 2011 annual report 2010 | 12 Mgr. Roman Boček, MBA Member of the Supervisory Board from 24 June 2009 to 30 September 2010 Ing. Josef Doruška, CSc. Member of the Supervisory Board from 18 November 2009 to 30 September 2010 JUDr. Radek Šmerda, Ph.D. Member of the Supervisory Board from 30 September 2010 to 1 April 2011 Tomáš Brabec Member of the Supervisory Board elected by the employees from 12 December 2007 to 1 April 2011 Ing. Radomil Kratochvíl Member of the Supervisory Board elected by the employees from 9 April 2008 to 1 April 2011 Board of Directors Philippe Moreels Chairman of the Board since 11 April 2011, Vice-Chairman of the Board of Directors since 1 December 2009, and member of the Board of Directors since 18 November 2009 A graduate of Vrije Universiteit in Brussels, where he majored in computer science and sociology, and of Solvay Business School. After finishing his studies, he worked as an analyst and later internal auditor in the Unilever Group in Brussels (1982–1986). For seven years, he worked in various positions, including Deputy Director of Operations in Standard Chartered Bank/Westdeutsche Landesbank Group. From 1993, he worked in the Bratislava headquarters of Tatra Bank; first as Director of Operations and, starting in 1998, also as a member of the Board of Directors. From 1 March 2002, he held the position of a member of the Board of Directors and Chief Exective of ČSOB. Since November 2009, he has worked for Czech Airlines as the Vice-President for Marketing, Sales and Economics. In addition, from 1 December 2009, he was Vice-Chairman of the Board of Directors of Czech Airlines. On 14 February 2011, he became Vice-Chairman of the Board of Directors of the joint-stock Company Český Aeroholding. Corporate Governance and Management Ing. Marek Týbl Vice-Chairman of the Board of Directors since 11 April 2011, member of the Board of Directors since 18 November 2009 annual report 2010 | 13 Miloš Kvapil Member of the Board of Directors from 28 June 2010 to 15 December 2010 Executive Management Graduate of the Faculty of Transport at the Czech Technical University in Prague. Since 2000, he has actively taught at the faculty. In 2000, he completed his aviation exams and joined Czech Airlines, first as a second officer on B737 aircraft, then as a second officer on the long-haul A310 aircraft. Since 2004, he has flown on ATR aircraft as a captain, at the same time commanding the squadron and becoming the ATR chief pilot. He became Vice-President for Flight Operations of Czech Airlines in December 2009. Mgr. Jiří Marek Member of the Board of Directors since 15 December 2010 Graduate of the Faculty of Pedagogy of the University of West Bohemia in Pilsen. Studied Japanese and geography at universities in Japan. To Czech Airlines he brought experience from the field of business, marketing, business analysis and change Management, acquired in the previous eight years when he worked in various Management positions in the airline Company Malév. There he focused mostly on the area of business with the Czech Republic and Slovakia. In his last year working for the Company, he served as Business Director at the Budapest HQ. He joined Czech Airlines in the position of Executive Sales Director. Since February 2011, he has held the position of Vice-President for Sales and Marketing. List of members of the Board of Directors who terminated their membership in 2010 or 2011, up to the date the Annual Report went to press Ing. Miroslav Dvořák Chairman of the Board of Directors from 19 October 2009 to 1 April 2011 Mgr. Josef Adam, LL.M. Member of the Board of Directors from 19 October 2009 to 1 April 2011 Ing. Peter Jusko, MBA Member of the Board of Directors from 3 September 2003 to 28 June 2010 Ing. Miroslav Dvořák President of the Company since 1 November 2009 Graduate of the Operational Economics faculty of the Czech Agricultural University in Prague, specializing in business, finance and business law. He started his professional career in 1992 as Deputy Director of the Assets Administration Division of Československá obchodní banka, a.s., a position he held till 1997. In the years 1997-2001 he held the post of Director and Chairman of the Board of Directors of Patria Asset Management. In 2002 he became Senior Director of the Private Banking Division of Československá obchodní banka, a.s. In June 2007 he became Senior Executive Director and Chairman of the Board of Directors of the state firm Prague Airport Management Company, which was transformed into the joint stock Company Prague Airport in 2008. Since 1 November 2009 he has worked for Czech Airlines in the position of President of the Company and, from 1 November 2009 till 1 April 2011, he worked for Czech Airlines in the position of Chairman of the Board of Directors. On 14 February 2011, Miroslav Dvořák was elected by the Supervisory Board of the joint-stock Company Český Aeroholding to become the Chairman of the Board of Directors. Following that appointment he resigned from his position of the Chairman of the Board of Directors of Czech Airlines and Prague Airport. Philippe Moreels Vice-President for Marketing, Sales and Economics from 16 November 2009 to 31 January 2011, Vice-President for Economics since 1 February 2011* Mgr. Josef Adam Vice-President for ICT, Human Resources and Legal Affairs since 16 January 2010 Mgr. Jiří Marek Vice-President for Sales and Marketing since 1 February 2011* *The organizational unit of Marketing, Sales and Economics was divided into two parts as of 1 February 2011. Corporate Governance and Management annual report 2010 | 14 Ing. Marek Týbl Vice-President for Flight Operations since 1 December 2009 Throughout 2010 and up to the date the Annual Report went to press, five extraordinary General Meetings and one regular General Meeting of the Company were held. List of members of Senior Executive Management who left office in 2010 or 2011, up to the date the Annual Report went to press Extraordinary General Meeting of the Company, held on 8 February 2010: ▶ Approved the conclusion of an agreement regarding the transfer of a part of the Company, an independent organizational unit called “SOJ Chartery”, where the parties to the agreement are Czech Airlines as the seller and Travel Service as the purchaser. ▶ Approved the transfer of 100% of the business shares held by Czech Airlines in Slovak Air Services, s.r.o., under the conditions of a standard tender. ▶ Approved changes to the Articles of Association of the Company. Ing. Peter Jusko, MBA Vice-President for Ground Operations from 1 July 2006, then for Operational Services from 1 November 2009 to 31 July 2010 Corporate Governance and Management Code Based on OECD Principles Czech Airlines a.s. statement on the level of compliance of its corporate governance and Management with the Corporate Governance Code Based on OECD Principles Since 2004, Czech Airlines has followed the Corporate Governance and Management Code Based on OECD Principles. The administrative bodies of the Company thus declared their willingness to respect the principles of proper corporate governance. The ongoing implementation of the corporate governance model at Czech Airlines was initiated in 2005. The Company Secretary’s Office was set up, and the position of Company Bodies Secretary was established. Throughout 2010 and up to the date the Annual Report went to press, nineteen regular and twelve extraordinary sessions of the Board of Directors were convened. The Supervisory Board met altogether seventeen times, out of which two meetings were extraordinary. In 2010, the Audit Committee of the Supervisory Board, the Holding Committee and the Risk Management Committee carried out their duties. The activities of the commission, individual committees and Company Secretary all complied with the relevant statutes or rules of procedure. Extraordinary General Meeting of the Company, held on 20 May 2010: ▶ Approved the Czech Airlines Restructuring Plan that was endorsed by the Government of the Czech Republic on 3 May 2010. ▶ Decided on increasing the registered capital of Czech Airlines. ▶ Approved the conclusion of an agreement regarding the transfer of a part of the Company, an independent organizational unit called “SOJ Charters”, into the registered capital of HOLIDAYS Czech Airlines, a.s. Regular General Meeting of the Company, held on 28 June 2010: ▶ Besides discussing the matters required by law, it decided on changes to the Articles of Association. ▶ Approved the conclusion of an agreement regarding the transfer of a part of the Company, an independent organizational unit called “Technical Operations”, into the registered capital of Czech Airlines Technics, a.s. Extraordinary General Meeting of the Company, held on 30 September 2010: ▶ Appointed KPMG Česká republika Audit, s.r.o., as the auditor of the regular and consolidated financial statements of Czech Airlines for 2010. ▶ Approved changes of the Articles of Association. ▶ Made personnel changes to the Supervisory Board as of 30 September 2010. Extraordinary General Meeting of the Company, held on 9 March 2011: ▶ Approved the transfer of 100% of the business shares held by Czech Airlines in Czech Airlines Handling. ▶ Approved agreements regarding the exercise of office of members of the Supervisory Board. Corporate Governance Current Model of Corporate Governance at Czech Airlines General Meeting (shareholders) Company Secretary’s Office Supervisory Board Board of Directors Audit Committee Risk Management Committee Executive Holding Committee Executive Management annual report 2010 | 15 Organizational Chart of the Group annual report Czech Airlines (parent Company) Czech Airlines Handling Czech Airlines Technics subsidiary subsidiary CSA Services subsidiary Note: The ownership interests of Czech Airlines include Amadeus Marketing CSA, s.r.o. in which Czech Airlines holds a 65% interest HOLIDAYS Czech Airlines subsidiary 2010 | 16 annual report business 2010 | 17 Areas of Business annual report 2010 | 18 Regular Transport – Network of Routes Cargo The routes network model changed considerably in 2010, mainly as a result of the Restructuring Plan of the Company. The new scheme is a move away from the previous strategy of operating routes all-year-round to as many destinations in Europe as possible: it is now more focused on creating a regular air bridge between east and west. In line with this concept and with the advent of the summer flight timetable, major adjustments were made to the Czech Airlines route network. The Company increased the frequency of flights to the most sought-after destinations and, conversely, reduced the flight frequency, for example, on routes to Ostrava, Oslo, Venice, Riga and Stuttgart. The main task of the Cargo Organizational Unit is the transport of air shipments and mail. To this end, it uses mainly the cargo capacity available onboard the aircraft of Czech Airlines. Czech Airlines Cargo is a member of SkyTeam Cargo, thanks to which it also represents its Alliance partners Korean Air Cargo and Delta Cargo as the General Sales Agent for the Czech Republic responsible for the sales of their aircraft capacity from Prague Airport. 2010 was marked by a moderate recovery on most markets, thanks to which Cargo again experienced growth in the volume of transport. In the context of covering the increased demand to eastern Europe, Czech Airlines Cargo introduced regular cargo flights to Minsk, Zagreb, Skopje and Beograd, which are carried out with the help of leased ATR-72F and AN26 cargo aircraft. Czech Airlines Cargo also succeeded in widening its network of alternative transport service – Road Feeder Service – where cargo is transported by land on shorter distances. The winter flight schedule and network of operated routes also underwent considerable changes. In line with the Company’s Restructuring Plan, the main pillar of which is adjustment of the transport network to match market needs and developments, Czech Airlines discontinued flights to some unprofitable destinations. The winter schedule therefore no longer contained unprofitable connections to Brno, Munich and Cologne/Bonn and also did not reckon with flights to Great Britain. On the other hand the Company strengthened the most popular routes, adjusted the number of connections in little-used times and changed some selected flights, for example, to Marseille or Venice, into seasonal routes. Czech Airlines offered connections to 104 destinations in 44 countries of the world, out of which connections to 56 cities in 37 countries were provided within the Company’s own network. Throughout the year, Czech Airlines’ presence on the long-haul market was secured on the basis of code-sharing with partner airlines such as Delta Airlines, Korean Air etc. Czech Airlines plans to make further changes to its flight timetable, both in the summer and throughout the following seasons. Flights will adapt to customer demand, developments on the market and business opportunities, and will no longer dogmatically reflect the formal thresholds of seasons. New routes will open or close as soon as it makes sense financially, regardless of whether the summer or winter flight schedule is in effect. In 2010, Czech Airlines joined the IATA E-freight project. Its goal is to substitute the transfer of paper shipments with a cheaper and more reliable means of delivery, through electronic shipments. Within the framework of this project, Czech Airlines Cargo dispatched its first trial shipments with electronic documents at the end of last year. In 2010, the total amount of transported cargo and mail was 23,404 tonnes. Sales and Marketing Sales Czech Airlines mainly uses the following distribution channels to distribute and sell its products: ▶C ompany offices ▶A gencies ▶ I nternet ▶C ontact Centre Company Offices As of 31 December 2010, the Czech Airlines office network consisted of 28 branches in the Czech Republic and abroad. These branches primarily handle business activities targeting agencies and Company customers. One aspect of their work is the sale of air travel to end customers. In selected markets, the business activities of Czech Airlines are handled by GSAs (General Sales Agents). The Company currently cooperates with GSAs on 30 markets. Agencies Despite the growing share of sales via the Internet and the Contact Centre, agencies remain the most important distribution channel for Czech Airlines’ products. This sales channel to various markets is managed by domestic and foreign branches, in collaboration with specialist units at the Company’s headquarters. Czech Airlines also reaches out to most of its corporate customers through agencies. To sustain motivation, incentive-based commission agreements have been concluded with the most important agencies, both in the Czech Republic and abroad. In regions where local legislation allows for it, Czech Airlines applies the Frequent Seller incentive programme for direct agency sellers. Internet The strategy of the E-commerce organizational unit stands on two pillars. The first is increasing profitability by increasing sales and concurrently reducing expenses; the second is transforming the online interface czechairlines.com into a leading travel services portal in line with the recently defined business strategy. At the end of 2010, Czech Airlines launched several online campaigns advertising favourably prized air tickets. These sales campaigns are designed to achieve a further annual report 2010 | 19 strengthening of Czech Airlines’ market position. The first sales results confirmed that a positive response to initiatives in this area. The online sales share achieved year-on-year growth of 8% on the domestic market and 3% on all other markets. Contact Centre Contact Centre services are provided through the subsidiary Company CSA Services. The Contact Centre handles the sale of air tickets, cares for loyalty programme subscribers, and provides information and further services, primarily in the areas of ticketing and processes linked to customer reservations. Contact Centre staff provide services to customers all year round, 24 hours a day, in eight languages (English, German, Spanish, French, Italian, Russian, Czech and Slovak). The Customer, services are provided by phone, e-mail, online forms and, where appropriate, in the form of SMS messages. In 2010, the Contact Centre participated in the active contacting of customers via 8% of its contacts, mostly members of the Czech Airlines loyalty programme OK Plus. Contact Centre availability stands at a very high level: over the long term, it has consistently processed more than three quarters of all incoming calls within 20 seconds. sales and marketing annual report Marketing In 2010, the field of product Management worked on the basis of data from surveys of actual customer preferences and their importance when selecting an airline Company. Czech Airlines made full use of the detailed description of the process for communication between the customer and the airline, from the initial contact when booking and paying for tickets, to contact at the airport and the actual in-flight and the post-flight service. In its marketing communication, Czech Airlines concentrated on the key factors that change passenger preferences in the Company’s favour. Loyalty Programmes The membership of the OK Plus loyalty programme that brings advantages and rewards to Czech Airlines’ frequent flyers has crossed the boundary of half a million members for the first time in the Company’s history. At the end of the year, the figure stood at 528,961, an increase of 16.5% compared to the year 2009. The OK Plus Corporate Programme, designed for companies that use the services of Czech Airlines, expanded to several new markets in 2010 – Belarus, Cyprus, Syria and Georgia. OK Plus Corporate is thus currently offered on 39 markets, with a total of 7,646 registered firms. In comparison with the previous year, this is an increase of 14%. The OK Plus Partner Programme, aimed at managers and sales staff of travel bureaus and agencies, reached 3,397 members, which is 25.5% more than in 2009. Increase in the Number of OK Plus Members Year 2006 2007 2008 2009 2010 Number 204,036 275,517 360,228 453,904 528,961 2010 | 20 SkyTeam Alliance As of 31 December 2010, thirteen airlines were members of the SkyTeam Alliance: Aeroflot, Aeroméxico, Air Europa, Air France, Alitalia, China Southern Airlines, Czech Airlines, Delta Air Lines, Kenya Airways, KLM Royal Dutch Airlines, Korean Air, Tarom and Vietnam Airlines. Through one of the world’s most extensive network hubs of member airlines, the SkyTeam Alliance offered, in the past year alone, 384 million passengers a system of more than 13,000 flights per day to 898 destinations in 169 countries. The year 2010 was marked by a significant enlargement of the alliance. The accession process has begun with China Eastern Airlines, China Airlines, Garuda Indonesia and Aerolineas Argentinas. The actual entry of China Eastern Airlines and China Airlines into the alliance should take place throughout 2011. In the first quarter of 2011, Saudi Arabian Airlines and Middle East Airlines also signed agreements on accession to the SkyTeam Alliance. annual report 2010 | 21 Aircraft Fleet annual report At the beginning of 2010, the Czech Airlines fleet consisted of 49 aircraft. In response to the change in the traffic network model, the fleet was proportionately modified and made more effective throughout the year; at the end of the year, it numbered 39 aircraft. One aircraft, an A319, joined the fleet in the spring of 2010, and two B737-400s were transferred to the subsidiary Company HOLIDAYS Czech Airlines in October. During the year, three aircraft were returned by Czech Airlines to their rental companies, and six were sold to external airlines. The fleet will be further developed in line with the Restructuring Plan, according to which the Company will switch to just one type of narrow-body Airbus. The fleet will also be modernized, with eight previously ordered new Airbuses replacing older machines. The financing of these aircraft has been planned so as to be as small a burden as possible on the Company. 2010 | 22 aircraft fleet annual report Czech Airlines Fleet as of 31 December 2010 Type A321-211 A321-211 A320-214 A320-214 A320-214 A320-214 A320-214 A320-214 A320-214 A320-214 A319-112 A319-112 A319-112 A319-112 A319-112 A319-112 A319-112 A319-112 B737-500 B737-500 B737-500 B737-500 B737-500 B737-500 B737-500 B737-500 B737-500 ATR72-202 ATR72-202 ATR72-202 ATR72-202 ATR42-500 ATR42-500 ATR42-500 ATR42-500 ATR42-500 ATR42-500 ATR42-500 ATR42-320 Registration code OK-CEC OK-CED OK-GEA OK-GEB OK-LEE OK-LEF OK-LEG OK-MEH OK-MEI OK-MEJ OK-MEK OK-MEL OK-NEM OK-NEN OK-NEO OK-NEP OK-OER OK-PET OK-XGA OK-XGB OK-XGC OK-XGD OK-XGE OK-CGH OK-CGK OK-DGL OK-EGO OK-XFA OK-XFB OK-XFC OK-XFD OK-JFJ OK-JFK OK-JFL OK-KFM OK-KFN OK-KFO OK-KFP OK-VFI Year of manufacture 1997 1997 2001 2001 2006 2006 2006 2007 2007 2007 2007 2007 2008 2008 2008 2008 2009 2010 1992 1992 1992 1992 1992 1997 1997 1998 1999 1992 1992 1992 1992 2004 2004 2004 2005 2005 2005 2005 1990 Acquired on 30 May 2005 20 May 2005 17 March 2005 29 April 2005 30 March 2006 27 April 2006 24 May 2006 15 February 2007 15 March 2007 13 April 2007 8 March 2007 19 April 2007 21 February 2008 17 March 2008 3 April 2008 30 September 2008 7 May 2009 31 March 2010 3 July 1992 6 July 1992 10 July 1992 29 July 1992 7 August 1992 12 March 1997 23 May 1997 18 March 1998 17 February 1999 10 April 1992 14 April 1992 27 April 1992 21 May 1992 19 May 2004 19 May 2004 30 July 2004 3 May 2005 3 May 2005 7 October 2005 20 October 2005 15 May 2000 2010 | 23 Czech Airlines Security Security in civil aviation is highly influenced by international and primarily European legislation. Czech Airlines incorporated all the changes in security procedures in civil aviation made in 2010 into its internal documents and its new Security Programme approved by the Ministry of Transport of the Czech Republic. Among other things, these changes allowed for the streamlining of the pre-flight and aircraft security checks, both from the procedural and economic standpoint. Czech Airlines regularly checks the application of safety and emergency procedures in all destinations operated by Czech Airlines, as well as consulting security procedures with SkyTeam’s expert team. The number of emergency assistants in the workforce was increased in 2010. Furthermore, a coordination drill codenamed “May 2010” was conducted in all the involved units in order to test Czech Airlines’ procedures during an air accident. Coordination drills were also staged in cooperation with the Czech police. These were aimed at handling non-standard situations on board aircraft, mainly to counter illegal actions. Regular training of employees, as required by the Civil Aviation Act, was also carried out. Having a long-term concept and strategy of checking and examining passengers’ travel documents both in the Czech Republic and abroad is gradually bringing benefits. In 2010, the number of passengers with incomplete, forged or altered documents decreased. In relation to the changing trends in the area of illegal immigration, Czech Airlines concluded agreements reducing the costs these passengers entail. The system of quality Management of security regulations for the protection of civil air transport against illegal actions incorporated approximately 100 monitoring activities in 2010, which were carried out in the prescribed form of safety audits, inspections and safety tests. The monitoring activities verified that the standard of the functioning and general setup of security measures is excellent. Throughout 2010, Czech Airlines continued to improve its digital surveillance camera system, above all by consolidating its servers and disc space for the effective protection of the Company in the field of physical security. In the past year, the Company also revitalized control mechanisms in the access system. Based on the feedback obtained, IT security training for ground staff was adjusted and later expanded to the flight division as well. annual report 2010 | 24 Fire prevention in 2010 centred on regular fire inspections of all buildings where Czech Airlines staff are employed. Internal and external audits of fire safety found no defects. Flight Safety annual report Flight safety and the activities linked to it are a very complex process that includes a great number of different external factors and variables over time. However, there is a simple equation that applies for each Company involved in operating aircraft and air transport: a high level of security = first-rate personnel, technologies and Company procedures = satisfied customers. Through the everyday activities of both its employees and the Company’s senior Management, Czech Airlines strives to meet all the flight safety requirements, whether these are requirements of internal regulations or the Company’s customers. The goal of the flight safety Management is to minimize negative events and their impact on the day-to-day operations of the airline. At Czech Airlines, the Air Accident Prevention and Security Programme is the cornerstone of this process. At Czech Airlines, the Flight Safety unit and specifically its Director (Safety Manager) are in charge of drawing up and managing the Air Accident Prevention and Security Programme in accordance with the requirements of both national and international regulations (EU-OPS). Among the main programme tools are: ▶ flight risk Management process ▶ continuous monitoring of data from operating recorders ▶ analysis of selected in-flight messages from aircraft crews and operational staff received in the form of either the compulsory or confidential reporting systems ▶ investigation of air traffic incidents and formulation of security recommendations ▶ provision of information and feedback to the relevant units of Company Management and operational staff The elements of the human factor and fatigue risk Management are currently being incorporated into the programme. Simultaneously, a complex Safety Management System is being introduced as a part of the newly created State Safety Programme. 2010 | 25 Punctuality of Operations Air traffic punctuality is one of the key operational indicators in evaluating a carrier’s quality. In 2010, most European carriers experienced a broad trend of an increase in irregularity of air traffic. This trend was to a great extent influenced by the inclement weather in the winter season of 2009 and 2010. The Association of European Airlines (AEA) noted that in the category most closely followed, i.e. departures delayed for more than 15 minutes throughout 2010, the year-to-year punctuality worsened by 4.7% (from 83.3% to 78.6%). The traffic punctuality of Czech Airlines basically followed the AEA trend, but the evolution of delays resembled the course during the year 2009. Between January and December 2010, the punctuality of Czech Airlines flights hovered at 3,5% above the AEA average, namely 82,1% of the flights in the evaluated category were delayed by more than 15 minutes. annual report 2010 | 26 Environmental Care In 2010, Czech Airlines continued in its focused effort to care for the environment and keep decreasing the impact its operations have on it. In 2008, a system of environmental Management was introduced in the Company to ensure a systematic approach to the protection of the environment. Throughout 2010, the Company underwent several organizational and operational changes, but protection of the environment nonetheless remains a priority. In the autumn of 2010, the international organization Det Norske Veritas carried out an audit that evaluated the Environmental Management System (EMS) and its compliance with Czech standard ISO 14001. The result of the audit confirmed that Czech Airlines fully acts within the legislative rules and praised the proactive approach the Company has towards care for the environment. Air Protection In 2010, the legislative process of incorporating aviation into the current system of emissions trading was completed. As of January 2012, the system will cover all flights landing at or taking off from airports in the European Union. Like other carriers, Czech Airlines has to secure a corresponding number of allowances for each such flight, in order to offset the CO2 emissions produced by that flight. In 2010, the Ministry of the Environment of the Czech Republic approved plans for the collection of data about tonnes per kilometre and CO2 emissions from flights operated by Czech Airlines, which are included in the system of emissions trading and which were collected throughout 2010. Based on this data and data collected by other air transport operators, the Ministry of the Environment will request the allocation of emission allowances to the Czech Republic for the next trading season. Noise In recent years, air traffic has been among the fastest-growing modes of transport. With increased demand and greater density of air traffic, the noise pollution from aircraft grows as well. At Prague Airport, rigorous noise monitoring and close cooperation with airline operators is standard practice. Czech Airlines continued its cooperation with Airport Prague throughout 2010 in order to further develop projects and measures to reduce noise levels at Prague Airport and its surroundings. annual report 2010 | 27 Wastewater Treatment Wastewater discharged during various technological processes is treated in the central industrial sewage treatment plant, which was put into operation in 2010. By using special pre-cleaning technologies, after which the wastewater is subsequently subjected to secondary treatment in the wastewater treatment plan at Prague Airport, another important qualitative advancement was achieved in all respects, including major financial savings and reduced production of hazardous waste. Czech Airlines continues to pay extraordinary attention to treating wastewater from the galvanization line. This wastewater undergoes several stages of treatment in the neutralization station. The quality of water discharged into the sewage system of Prague Airport is also regularly monitored in order to meet the strict limits set by the integrated permit. Waste Throughout the Group, waste disposal complies with stringent legislative regulations. Czech Airlines endeavours to reduce the amount of waste generated, particularly hazardous waste that is produced either by its own activities or those of external contractual partners. Environmental Care annual report 2010 | 28 Production of waste by Czech Airlines (tonnes/year) Type of waste Mixed waste Hazardous waste Miscellaneous waste Reusable waste Recycling 2004 1,772.00 290.00 202.00 667.00 7.53 2005 2,216.00 242.00 277.00 498.00 9.33 2006 2,290.00 498.00 331.00 470.00 10.10 Prevention of Serious Accidents In the spring of 2010, the responsible bodies of the state administration carried out an integrated inspection in Czech Airlines. The inspection confirmed that the activity of the Company is fully in accordance with legal requirements. In 2010, an accident preparedness drill was conducted with the participation of the Fire Department of Prague Airport to test the established procedures in the event of an accident and to test the cooperation of all responsible bodies. The result of the drill confirmed that the established procedures and measures in the event of accidents are fully adequate and cover all potential risk areas. 2007 1,224.98 1,647.33 254.93 252.56 13.11 2008 1,277.62 1,840.77 140.98 453.91 18.66 2009 1,123.72 1,650.64 213.85 176.29 19.74 2010 624.56 1,433.87 60.62 84.63 8.82 Human Resources annual report Developments in the Numbers of Employees Employee category Blue-collar White-collar Cabin-collar Flight-collar Total 31 December 2009 1,105 1,718 879 470 4,172 31 December 2010 67 788 752 415 2,022 * 31 March 2011 56 643 700 384 1,783* * data for the parent Company Czech Airlines The average number of employees in 2010 was 2,649. Compared to the year 2009, this represents a fall of 40%. The main reason for the decrease in the number of employees is the Restructuring Plan, on the basis of which employees have been transferred to subsidiary companies. One of the pillars of the restructuring measures was a reduction in the total number of employees. In this context, the Company decided in 2010 to reduce the number of employees in the Group as a whole to 3,700 employees, including those transferred to subsidiary companies. The optimization of the workforce was implemented in the second half of 2010, and its completion was planned for the end of April 2011. At the end of April 2011, the number of employees in the whole Czech Airlines Group was supposed to reach the intended target of 3,700 employees. Employee category Blue-collar White-collar Cabin-collar Flight-collar Total New recruits 27 107 134 Employment terminated 681 613 39 111 1,444 Employment terminated without transfer to subsidiary companies 59 300 39 111 509 In 2010, Czech Airlines hired a total of 134 employees, while 509 terminated their employment. If the termination of employment on the grounds of transfer to another Company within the holding is included, the total number of employees leaving stood at 1,444. 2010 | 29 Human Resources Training and Development The Human Resources Training and Development unit consists of staff training organization EASA PART 147, type training organization according to EASA PART 147 for A310, A319, A320, A321, B737CL-300/400/500, B737NG-600/700/800, ATR-42/72 aircraft. Among other things, it is the holder of IATA/UFTAA and IATA/FIATA certificates for training in hazardous goods; furthermore, it is authorized to certify the language proficiency of pilots according to ICAO. In the past year, the Human Resources Training and Development unit arranged 1,506 individual training sessions comprising 22,407 hours of instruction. Altogether, 14,206 employees and 2,467 external participants underwent its training and drills. It verified the language skills of 326 flight personnel employees. Since July 2010, Czech Airlines has made greater use of the e-learning portal EDOCEO. By the end of last year, 5,417 employees in 19 courses had been trained with its assistance. The highest share of teaching hours falls to the field of security and entry and type training and training of ground crew. Employees are also very often retrained in the SITA system. Throughout 2010, Czech Airlines also greatly reduced training that does not have a direct impact on operational security or is not required by the regulations. At the end of the year, financial and economic training was introduced for managers in the context of the holding arrangement. Occupational Health and Safety Reducing the number of occupational injuries is one of the priorities Czech Airlines set back in 2006. The Company has consistently maintained an annual 50% average reduction in occupational injuries compared to 2006 Human resources Wage Policy annual report Employee Structure by Age The wage policy in 2010 was based on the Company stabilization strategy. In this context, personnel costs were significantly reduced while respecting all obligations stemming from the collective agreements. 14,1 % 20–29 2,2 % Over 60 44,7 % 30–39 13,4 % 50–59 25,6 % 40–49 2010 | 30 Air Crew Personnel and Training The Czech Airlines Air Crew Training Centre is fully comparable with the leading world organizations of air training – both in its equipment including sophisticated training facilities, flight simulators and modern classrooms, and in its overall standards. All forms of training are carried out in accordance with a certificate issued by the Civil Aviation Authority of the Czech Republic under the applicable European regulations JAR-FCL1, EU-OPS, and in accordance with internal Czech Airlines training handbooks. annual report 2010 | 31 positive terms. The Air Crew Training Centre also offers tours for schools, business partners and various agencies, with the chance of trying out flight simulators under the supervision of experienced pilots. During these tours, 163 flight simulator hours were flown, and the number of participants increased from last year to 1,766. Czech Airlines Pilot On-land Training in 2010 In 2010, 28 pilots were retrained to operate Airbus A320 aircraft. All passed the socalled Zero Flight Time Training (ZFFT) on a certified flight simulator according to a curriculum approved by the Civil Aviation Authority of the Czech Republic. This type of training is qualitatively and financially more effective and takes place without the need for flying actual aircraft. After passing the ZFFT training, the pilot continues in route training on commercial flights with a crew that includes an instructor. Overall during 2010, 3,765 hours were flown on the Boeing 737 simulator in all forms of model, refresher and repeated training. The share of hours sold to external customers thus increased to 2,533. One pilot was retrained for Boeing B737s. Due to Czech Airlines’ transition to a fleet comprised primarly of Airbus-type aircraft, the number of B737 pilots is declining in the airline. 4,863 hours were flown on the Airbus A320 flight simulator, out of which 1,792 hours were used by external customers. Among the most significant external customers were Ural Airlines and the Military Air Force of the Czech Republic. 1,573 hours were flown on the ATR 42 synthetic flight simulator, with 734 hours taken by external customers. Throughout the year, regular annual repetition training for pilots and cabin crew was also conducted. 216 members of cabin crews took retraining or conversion training courses to ATR, Airbus A320 and Boeing B737 types of aircraft. The Air Crew Training Centre’s capacity is predominantly intended for training the crews of Czech Airlines’ aircraft, but spare capacity was successfully sold to external parties, despite the waning economic crisis in civil aviation. The “Fearless Flying” courses organized for the general public by the Training Centre went ahead in 2010 as well. Altogether, 56 people participated in this course and evaluated it in very Aircraft type B737 ATR A320 External customers Number of persons 539 540 1,128 515 Number of courses 94 72 186 82 Number Number of hours of CBT of hours (Computer Based Training) 680 1,242 336 708 1,179 748 517 590 annual report subsidiary companies 2010 | 32 Subsidiary companies CSA Services A Word from the Executive Director 2010 was a year when our Company – within the framework of services provided to our parent Company – exerted the utmost effort to support restructuring projects. Despite the considerable impact the volcano eruption had on our work, our Contact Centre managed to maintain stable results. The Contact Centre continues to provide the best possible support and services for the sales and marketing of our parent Company, Czech Airlines. An important part of CSA Services consists of the services of an employment agency, which we continued to expand on the external market. At the same time, we initiated several steps leading to greater cooperation with the parent Company in the field of recruitment. The goals we set ourselves in 2010 were far from easy to meet. Thanks should be addressed particularly to our employees, who play an active role in the growth of the Company, in its day-to-day operations and in the provision of high-quality services. Lenka Bartizalová Executive director of CSA Services, s.r.o Profile of the Company Since 2005, CSA Services, s.r.o. has provided, through its own employment agency, services of employment brokering, temporary employment, what is known as temporary assignment and human resources consulting. Since 2006, it has also operated the Contact Centre with round-the-clock operation. CSA Services continues to develop its activities linked to organizing specialized courses, training and other educational activities. Employment agency The services of the employment agency in the field of “temporary assignment” and employment mediation were developed further throughout 2010. Czech Airlines annual report 2010 | 33 was the Company’s main customer, followed by companies from the Czech Airlines Group, such as HOLIDAYS Czech Airlines. Among the external clients of the agency are companies such as Menzies Aviation (Czech), G4S, Credium, etc. The services provided to the Czech Airlines Group companies continue to be focused mainly on securing employees of specific professions the companies usually need for a limited period of time, or in providing help in operational peak times. The Company has also recently begun providing services in the field of recruitment to the core workforce and outplacement. Contact Centre The Centre managed to keep accessibility of the Contact Centre throughout all of 2010 in the required range of 75 to 80% of all incoming calls processed within 20 seconds. This is a testimony to the stabilized operational results the Company provides. The percentage of calls lost stood in 2010 at 5.67%. These are parameters fully comparable to other similar contact centres not only in the Czech Republic, but abroad as well. These parameters have a direct impact on the Czech Airlines customers’ satisfaction and on the perception of the quality of services provided by the mother Company. The operational and organizational changes that have been carried out form a good basis for keeping operational effectiveness and quality of provided services in 2011 as well. Subsidiary companies Czech Airlines Handling A Word from the Executive Director The year 2010 was the first year in which passenger check-in and aircraft handling were handled by an independent subsidiary Company of Czech Airlines, Czech Airlines Handling. The beginnings of the Company (under the name ČSA Support, s.r.o.) go all the way back to 1998. Originally, however, the Company only provided cleaning services for aircraft and buildings and transport. Handling was the first Czech Airlines activity that was hived off to a subsidiary in line with the new strategy. The results from 2010 indicate that Czech Airlines Handling operations are an area of business with great potential. annual report 2010 | 34 to its state-of-the-art facilities and experienced personnel, every year it handles more than half the aircraft and passengers at Prague Airport. The Company also provides non-contractual handling and cleaning services for aircraft and buildings; it operates passenger and cargo transport and carries out maintenance work on vehicles and mechanical equipment, again not just within the Czech Airlines Group but for external customers as well. Besides Prague, Czech Airlines Handling has sold air tickets and has been involved in operational ticketing at airports in Ostrava and Karlovy Vary since 2010. Handling of passengers, aircraft, cargo and mail The year 2010 was marked by two events demanding an urgent response. In April 2010, the Company was paralyzed by the closure of Prague Airport in connection with the volcanic dust cloud over Europe. Later, in July 2010, we had to launch the reorganization of the Company due to the changes in the concept of the Czech Airlines transport network. These became more prominent in the winter flight timetable 2010/2011. In this regard, it was necessary to optimize the number of employees of the individual operating units and completely overhaul the organizational structure. In the course of last year, the Company had to defend its position as the supplier of handling services to six airline companies. I am pleased to say that we managed to retain our market position and, on top of that, we acquired five important new customers. In the medium-term horizon, we will face the combination of handling activities with Prague Airport. We want to develop our activities not only in the field of passenger check-in and aircraft handling, but in transport as well. Czech Airlines has a good name in the handling services industry and can boast a high standard of services. In the future we want to maintain our good image and do our best for our customers’ satisfaction. Martin Štolba Executive of Czech Airlines Handling, s.r.o. Profile of the Company – main activities Czech Airlines Handling, s.r.o. is in charge of the handling of passengers, aircraft, cargo and mail – not just for Czech Airlines, but on the routes of other airlines as well. Thanks In the field of handling of passengers and aircraft on Czech Airlines routes, as well as routes of other airline carriers, Czech Airlines Handling maintained its high standards in 2010, as demonstrated by the results of audits of airlines. In all, the Company handled 6,935,057 departing and arriving passengers at Prague Airport. Czech Airlines Handling managed to retain its share of the overall output of Prague Airport, i.e. 60% of handled passengers and 63.65% of the number of handled departures and arrivals of aircraft. In 2010, Czech Airlines Handling renewed handling contracts with Aerosvit Airlines, Austrian Airlines, China Airlines, Lufthansa, Malev – Hungarian Airlines, SAS Scandinavian Airlines and Swiss International Air Lines. Despite the fiercely competitive environment in the field of handling services at Prague Airport, Czech Airlines Handling won tenders, e.g. with Azerbaijan Airlines, Cypruss Airways, HOLIDAYS Czech Airlines, Central Connect Airlines Job Air and Yangtze River Express. In 2010, the new Collaborative Decision Making Project (CDM) was tested. The rationale behind the project is a modern and effective concept for airport operation, based on the exchange and sharing of data among the main partners at Prague Airport (Prague Airport, Air Navigation Services, Czech Airlines, Czech Airlines Handling and Menzies Aviation Group). Its full deployment is planned for the summer of 2011. Czech Airlines Handling also provides specific activities like de-icing and prevention of ice build-up, not only for the Czech Airlines and HOLIDAYS Czech Airlines fleets, but also for aircraft of external carriers. In 2010, 3,553 aircraft were de-iced in total, 2,578 of which belonged to the parent Company. Subsidiary companies Czech Airlines Technics A Word from the Chairman of the Board of Directors On 1 August last year, Czech Airlines’ technical maintenance underwent a fundamental change. The Technical Department and related activities of technical maintenance were hived off into an independent commercial unit named Czech Airlines Technics. In the past twenty years, Czech Airlines’ technical maintenance has built a reputation as a first-rate and professional specialist supplier of services in the field of aircraft maintenance. We continue to focus on providing services of high quality while doing our utmost to provide them as efficiently as possible. annual report 2010 | 35 Czech Airlines Technics keeps in daily contact with aircraft manufacturers, obtaining valuable information on recommended modifications of its customers’ aircraft. The Company’s own development centre makes its proposals for non-standard repairs that are approved by the aircraft manufacturers and are then applied in practice. Testing of individual aircraft parts is also part of the core business activities of the Company. Among other things, Czech Airlines Technics mediates loans of tools and machinery and dispatches its own technicians from its headquarters to destinations where repairs, testing or certification of aircraft to be released for operation are needed. TECHNICAL MAINTENANCE The global economic recession had a decisive impact on the world of air transport, which was of course also reflected in the technical maintenance field. A number of clients our Company had served started to use “in-house” technical maintenance services as a cost-cutting measure, or even placed economic considerations ahead of quality. In the next two to three years, we therefore need to focus on acquiring new clients and expanding our customer portfolio and the overall offer of services. We will attempt to acquire a share of the market of “route” maintenance, particularly by opening of technical maintenance stations in destinations that so far lack them, or offering AOG support for our customers. We will also have to continue lowering our costs. In 2010, Czech Airlines Technics successfully continued to perform maintenance of Boeing B737 and Airbus A320F aircraft, both for its parent Company Czech Airlines and the newly created subsidiary HOLIDAYS Czech Airlines, and for foreign companies as well, mainly Air Berlin, Finnair, Enter Air, as well as the Army of the Czech Republic. This year, Czech Airlines Technics performed the first two “C-check” inspections of the Airbus A319 aircraft of Germania Airlines and six “C-checks” for TUIFLY, thus enlarging its portfolio of customers. The Company also performed inspections of Czech Airlines aircraft that were being returned to leasing companies or were being transferred to new air carriers UTair and Mauretania Airlines. To be a successful Company on the technical maintenance market, we have to be able to make the most of our potential and not to be afraid of the changes being undertaken. In order to reduce the costs of servicing entire aircraft, a large number of activities were outsourced. Conversely, projects focusing on “in-house” maintenance of selected aircraft that could be offered to customers were improved and expanded. MAINTENANCE WORKSHOP SERVICES Ondřej Konývka Chairman of the Board of Directors and Executive Director of Czech Airlines Technics, a.s. PROFILE OF THE Company In the modern environment of Prague Airport, Czech Airlines Technics, a.s., offers its clients highly professional and certified services in the field of technical maintenance of passenger aircraft, based on our longstanding tradition and experience. Czech Airlines Technics specializes in the regular review of aircraft, carrying out repairs of operational damage and year-round support for aircraft, particularly Airbus, Boeing and ATR. Subsidiary companies HOLIDAYS Czech Airlines A Word from the Chairman of the Board of Directors Last year HOLIDAYS Czech Airlines, a subsidiary of Czech Airlines, underwent key changes in its functioning. The Company in its current form came into existence on 1 June 2010, when the independent commercial unit Czech Airlines Charters was hived off to the subsidiary Company HOLIDAYS Czech Airlines – a travel agency active on the Czech market since 1995. HOLIDAYS Czech Airlines obtained the key licence, an Air Operator’s Certificate (AOC), from the Civil Aviation Authority of the Czech Republic on 8 October 2010. The Company thus became a fully-fledged airline, operating on the charter market under the code HCC. 2010 was a year of rebirth for HOLIDAYS Czech Airlines, a year of searching for its “place under the sun”. At the end of April, all the necessary project activities needed to fulfil the ambitious goals began. Within five months, a completely new independent airline carrier had to be set up and made as effective as possible in all regards. It was necessary to prepare a business model for the new Company; acquire a sufficient number of suitable aircraft; satisfy all the flight, ground and technical requirements and to conclude all the necessary business and servicing agreements, prepare all the necessary documentation and secure the necessary flight personnel. We met the set deadline almost to the day. A few weeks later we scored our first personnel big success when an exclusive three-year contract was signed with one of the foremost Czech travel agencies – CK Blue Style. I should not forget the activities of the original travel agency, which is a fully-fledged part of the Company. The travel agency will continue to focus on traditional products as well as on some special products that are not offered by other airlines. Good aircraft, excellent personnel in all positions, motivation and a craving to reach the set targets and to show that HOLIDAYS Czech Airlines is a trustworthy and dependable Company on the highly competitive charter market, that it represents the right choice for travel agencies and that it is a popular and safe airline for customers – these are our goals for the coming months and years. Jan Čejka Chairman of the Board of Directors and Executive Director for Operations and Economics of HOLIDAYS Czech Airlines, a.s. annual report 2010 | 36 Profile of the Company – main activities HOLIDAYS Czech Airlines provides non-scheduled (charter) flights to attractive tourist destinations for travel agencies and contractual partners. The destinations the Company flies to reflect the demands of its customers. All year round, HOLIDAYS Czech Airlines carries hundreds of thousands of passengers seeking relaxation and entertainment, sports teams, music groups, pilgrims, and many other special and esteemed clients. Among the main partners of HOLIDAYS Czech Airlines are prominent Czech travel agencies, such as Blue Style, and also foreign agencies. The airline also operates, among other things, flights for the clients of health insurance companies in the context of convalescent stays and special stays for children with health problems. Travel agency activities are another integral part of the Company’s business. Transport output The organizational changes and hiving off of services of charter transport within the holding structure had an impact on the total capacity of charters offered, which was also reflected in the Company’s output. However, other factors also influenced the market for non-scheduled and scheduled air carriage. One of these was the slowly receding economic crisis. There were also other, often unforseen events that significantly reduced the number of customers travelling abroad for their holidays. Two examples were the eruption of the Icelandic volcano in mid-April and frequent strikes in holiday destinations. As a result, 2,322 charter flights were carried out in 2010. Travel agency HOLIDAYS Czech Airlines also offers standard travel agency services with a longterm focus on specific products like Euro-weekends, cruises and spa or convalescent stays. HOLIDAYS Czech Airlines travel agency is a member of IATA and the Association of Travel Agencies of the Czech Republic. annual report financial part 2010 | 37 REPORT OF THE SUPERVISORY BOARD OF CZECH AIRLINES FOR THE YEAR 2010 Meetings of the Supervisory Board in 2010 During 2010, the Supervisory Board of Czech Airlines met 14 times at the Company headquarters; two of the meetings were convened on an extraordinary basis. In the year 2011, up to the date when the Annual Report of Czech Airlines for the year 2010 went to press, the Supervisory Board convened three regular meetings. Activities of the Supervisory Board in the given period During the period in question, the Supervisory Board was involved in supervisory activities and performed tasks stemming from the enhanced powers granted to it by the Company’s Articles of Association. There was regular scrutiny of reports on the Company’s financial results for a given month and of the performance of tasks stemming from the Czech Airlines Restructuring Plan approved by the General Meeting. Remuneration provided to the members of the statutory bodies of the Czech Airlines Group was also followed closely. The Supervisory Board was kept informed about the audit conducted by the European Commission. At its meetings, the Supervisory Board was always updated by the Board of Directors on the main events that had transpired in the Company, about the intentions of the Board of Directors and the results of its actions. The Chairman of the Supervisory Board regularly attended the meetings of the Board of Directors. The Chairman of the Board of Directors was a regular guest at the meetings of the Supervisory Board. Supervisory Board’s statement on the financial results for 2010 The Supervisory Board, in accordance with the Company’s Articles of Association, reviewed the results of the implementation of the Czech Airlines business plan on a regular basis, as those results were submitted in the form of reports by the Board of Directors. The Supervisory Board consequently became acquainted with the report of the independent auditor for the shareholders of Czech Airlines from 13 May 2011. Auditing is done by KPMG Česká republika Audit, s.r.o. (licence No. 71), represented by Ing. Monika Vítová (licence No. 2079), approved by the extraordinary Czech Airlines General Meeting on 30 September 2010 as an independent auditor of Czech Airlines. The auditor’s opinion on the unconsolidated financial statements of Czech Airlines (issued on 15 April 2011) and consolidated financial statements of Czech Airlines and its subsidiary companies – the “Group” – (issued on 6 May 2011), compiled in accordance with the accounting regulations of the Czech Republic, was issued after the following financial statements had been verified, i.e. (unconsolidated and consolidated) balance sheet as of 31 December 2010, profit and loss statement, overview of changes of equity, and cash flow statement for the year 2010 and the annexes to those financial statements, including a description of significant accounting methods used and other additional details. The audit was carried out in accordance with the act on auditors, the International Auditing Standards and the related application clauses of the Chamber of Auditors of the Czech Republic. The Company’s statutory body is responsible for the compilation and a fair and true view of the financial statements and for ensuring an internal supervisory system it considers annual report 2010 | 38 necessary for the compilation of the financial statements so that they do not contain significant inaccuracies. The independent auditor in this regard also declares that the evidence acquired gives a sufficient and suitable base for the Auditor’s Opinion. The Auditor’s Opinion includes the following statement: In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities of the Group as of 31 December 2010, and of its expenses, revenues and net result and its cash flows for the year then ended in accordance with Czech accounting legislation. At its meeting of 30 March 2011, the Supervisory Board adopted a resolution (No. DR03-11/6.7) whereby, in accordance with §66a (10) of the Commercial Code, it reviewed the submitted report of the statutory body of the Company on relations among interconnected entities for the year 2010, drafted and consequently approved by the Board of Directors on 25 March 2011. The Supervisory Board expressed its agreement with the report’s conclusions. The report on relations among interconnected entities of Czech Airlines as of 31 December 2010 forms part of the Annual Report. The independent auditor found no significant inaccuracies. REPORT OF THE SUPERVISORY BOARD OF CZECH AIRLINES FOR THE YEAR 2010 Furthermore, the Auditor, in accordance with the International Auditing Standards and related application clauses of the Chamber of Auditors of the Czech Republic, checked that the consolidated Annual Report is congruent with the consolidated and unconsolidated financial statements that were compiled in accordance with the accounting regulations of the Czech Republic and form part of this Annual Report. The information given in the consolidated Annual Report is, according to the Auditor’s Opinion, in all significant respects congruent with the aforementioned financial statements. The Supervisory Board of Czech Airlines reviews the audited unconsolidated and consolidated financial statements for 2010, compiled in accordance with the accounting regulations of the Czech Republic, and recommends that the General Meeting of Czech Airlines approve them. The Supervisory Board of Czech Airlines also reviewed the proposal of the Board of Directors of Czech Airlines on the distribution of the Company’s profits and recommends that the General Meeting of Czech Airlines approve it. The Company’s profits for 2010, determined according to Czech law, came to CZK 76,159,400.43. 5% of the profits, i.e. CZK 3,807,970.02, will be allocated to the Reserve Fund, and the remaining part, equalling to CZK 72,351,430.41, will be transferred to the account “Uncovered Losses of Previous Years” to cover those losses. The Supervisory Board of Czech Airlines acquainted itself with the scrutiny of the consolidated Annual Report for 2010. The Report contains information on important matters that characterize, materially and financially, the economic results achieved in 2010. The Supervisory Board states that the Board of Directors of the Company is responsible for the accuracy of data contained in the Annual Report. At the same time the Supervisory Board takes note of the Opinion of the Auditor in this regard, i.e. that the information contained in the Annual Report describe facts that are also represented in the financial statements, and that it is in all significant respects in conformity with the relevant financial statement. On the basis of these facts, the Supervisory Board recommends that the General Meeting approve this consolidated Annual Report. as comments and studies from the Company’s Board of Directors on the different streams of the Restructuring Plan. Among the issues were the reduction in the size of the Czech Airlines network and the related simplification of the fleet, as well as the reduction of fixed costs, the reduction of the costs base in a number of categories, an increase in profits through greater effectiveness of the revenue Management process, the strengthening of price differentiation, more effective coordination with code-share partners and an increase in secondary income through own sales and revenue arising from cooperation with third parties. At its meeting of 27 April 2011, the Supervisory Board decided – over and above the scope of its regular scrutiny – to have the fulfilment of the goals set by the Restructuring Plan audited by an external Company, so that Czech Airlines shareholders can be provided with concrete and independent results of the implementation of the Restructuring Plan for the past period. In the past period, the Supervisory Board repeatedly and systematically supervised the implementation of the individual pillars of the Czech Airlines Restructuring Plan, approved by the extraordinary General Meeting on 18 November 2009. At its meetings, it asked for presentations by responsible employees, as well Prague, 13 May 2011 Prof. Ing. Michal Mejstřík, CSc. Chairman of the Supervisory Board of Czech Airlines annual report 2010 | 39 Independent Auditor’s Report to the Shareholders of České aerolinie a.s. Non-consolidated financial statements On the basis of our audit, on 15 April 2011 we issued an auditor’s report on the Company’s non-consolidated statutory financial statements, which are included in this Annual Report and our report was as follows: “We have audited the acCompanying financial statements of České aerolinie a.s., which comprise the balance sheet as of 31 December 2010, and the income statement, the statement of changes in equity and the cash flow statement for the year then ended, and the notes to these financial statements including a summary of significant accounting policies and other explanatory notes. Information about the Company is set out in Note 1 to these financial statements. Statutory Body’s Responsibility for the Financial Statements The statutory body of České aerolinie a.s. is responsible for the preparation of financial statements that give a true and fair view in accordance with Czech accounting legislation and for such internal controls as the statutory body determines are necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Act on Auditors and International Standards on Auditing and the relevant guidance of the Chamber of Auditors of the Czech Republic. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements give a true and fair view of the assets and liabilities of České aerolinie a.s. as of 31 December 2010, and of its expenses, revenues and net result and its cash flows for the year then ended, in accordance with Czech accounting legislation. Emphasis of Matter Without qualifying our opinion, we draw attention to Note 3 to the financial statements. The going concern assumption applied by the Company’s Management is conditional upon the successful implementation of the Restructuring Plan and the fulfilment of the cash flow plan for 2011. In 2010, the Company reported a negative operating cash flow, which indicates a potential impairment of fixed assets. The Company’s Management prepared an analysis of the potential impairment of fixed assets, which is based on future discounted operating cash flows. The assumption is that the implementation of measures included in the Restructuring Plan will be successfully completed and the Company will annual report 2010 | 40 generate positive operating cash flows. Based on these long-term projections, the Company’s Management concluded that fixed assets had not been impaired. Since the Restructuring Plan had not been fully implemented as at the date of this report, there is uncertainty as to the outcome of its implementation that may have a significant effect on the Company’s ability to continue as a going concern, and on the valuation of fixed assets.” Consolidated financial statements On the basis of our audit, on 6 May 2011 we issued an auditor’s report on the Group’s consolidated statutory financial statements, which are included in this Annual Report and our report was as follows: “We have audited the acCompanying consolidated financial statements of České aerolinie a.s. and its subsidiaries (“Group”), which comprise the consolidated balance sheet as of 31 December 2010, the consolidated income statement, the consolidated statement of changes in equity and the consolidated cash flow statement for the year then ended, and the notes to these consolidated financial statements including a summary of significant accounting policies and other explanatory notes. Information about the Group is set out in Note 1 to these consolidated financial statements. Independent Auditor’s Report to the Shareholders of České aerolinie a.s. Statutory Body’s Responsibility for the Financial Statements The statutory body of České aerolinie a.s. is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with Czech accounting legislation and for such internal controls as the statutory body determines are necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the Act on Auditors and International Standards on Auditing and the relevant guidance of the Chamber of Auditors of the Czech Republic. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities of the Group as of 31 December 2010, and of its expenses, revenues and net result and its cash flows for the year then ended, in accordance with Czech accounting legislation. Emphasis of Matter Without qualifying our opinion, we draw attention to Note 3 to the consolidated financial statements. The going concern assumption applied by the Group’s Management is conditional upon the successful implementation of the Restructuring Plan and the fulfilment of the cash flow plan for 2011. In 2010, the Group reported a negative operating cash flow, which indicates a potential impairment of fixed assets. The Group’s Management prepared an analysis of the potential impairment of fixed assets, which is based on future discounted operating cash flows. The assumption is that the implementation of measures included in the Restructuring Plan will be successfully completed and the Group will generate positive operating cash flows. Based on these long-term projections, the Group’s Management concluded that fixed assets had not been impaired. Since the Restructuring Plan had not been fully implemented as at the date of this report, there is uncertainty as to the outcome of its implementation that may have a significant effect on the Group’s ability to continue as a going concern, and on the valuation of fixed assets.” Report on relations between related parties We have reviewed the factual accuracy of the information disclosed in the report on relations between related parties of České aerolinie a.s. for the year ended 31 December 2010. The responsibility for the preparation and factual accuracy annual report 2010 | 41 of this report rests with the Company’s statutory body. Our responsibility is to express our view on the report on relations based on our review. We conducted our review in accordance with Auditing Standard No. 56 of the Chamber of Auditors of the Czech Republic. This standard requires that we plan and perform the review to obtain limited assurance as to whether the report on relations is free of material misstatement. A review is limited primarily to inquiries of the Company’s personnel and analytical procedures and examination, on a test basis, of the factual accuracy of information, and thus provides less assurance than an audit. We have not performed an audit of the report on relations and, accordingly, we do not express an audit opinion. Based on our review, nothing has come to our attention that would lead us to believe that the report on relations between related parties of České aerolinie a.s. for the year ended 31 December 2010 contains material factual misstatements. Consolidated annual report We have audited the consistency of the annual report with the audited financial statements. This annual report is the responsibility of the Company’s statutory body. Our responsibility is to express our opinion on the consistency of the Annual Report with the audited financial Independent Auditor’s Report to the Shareholders of České aerolinie a.s. statements based on our audit. We conducted our audit in accordance with the Act on Auditors and International Standards on Auditing and the relevant guidance of the Chamber of Auditors of the Czech Republic. Those standards require that we plan and perform the audit to obtain reasonable assurance that the information disclosed in the Annual Report describing matters that are also presented in the financial statements is, in all material respects, consistent with the audited financial statements. We believe that the audit we have conducted provides a reasonable basis for our audit opinion. In our opinion, the information disclosed in the Annual Report is, in all material respects, consistent with the audited financial statements. Prague 13 May 2011 KPMG Česká republika Audit, s.r.o. Licence number 71 Monika Vítová Partner Licence number 2079 annual report 2010 | 42 CAS financial statements of České aerolinie a.s. annual report 2010 | 43 BALANCE SHEET full version – As of 31 December 2010 (in CZK thousands) B. B.I. B.I.3. B.I.7. B.II. B.II.1. B.II.2. B.II.3. B.II.6. TOTAL ASSETS Fixed assets Intangible fixed assets Software Intangible fixed assets under construction Tangible fixed assets Land Structures Individual movable assets and sets of movable assets Other tangible fixed assets B.II.7. Tangible fixed assets under construction B.II.8. B.III. B.III.1. B.III.3. B.III.5. C. C.I. C.I.1. C.I.2. C.I.5. C.I.6. C.II. C.II.5. C.II.8. C.III. C.III.1. C.III.2. C.III.6. C.III.7. C.III.8. C.III.9. C.IV. C.IV.1. C.IV.2. C.IV.3. D. I. D.I.1. D.I.3. Prepayments for tangible fixed assets Non-current financial assets Equity investments in subsidiaries Other securities and investments Other non-current financial assets Current assets Inventories Material Work in progress and semifinished goods Goods Prepayments for inventory Long-term receivables Long-term prepayments made Deferred tax asset Short-term receivables Trade receivables Receivables - controlling entity State – tax receivables Short-term prepayments made Estimated receivables Other receivables Current financial assets Cash on hand Cash at bank Short-term securities and investments Other assets Deferred expenses Accrued income Gross 8,900,867 5,161,919 798,319 771,989 26,330 3,423,103 31 December 2010 Adjustment 2,268,031 2,249,019 511,114 511,114 31 December 2009 Net 7,948,571 3,929,839 396,607 294,950 101,657 3,508,980 192,436 163,808 1,665,526 33,781 1,737,905 Net 6,632,836 2,912,900 287,205 260,875 26,330 1,685,198 83,508 2,689,467 33,279 55,576 1,623,923 22,662 27,932 1,065,544 10,617 113,666 35,744 77,922 295,272 19,012 1,231 1,231 503,183 940,497 924,559 8,079 7,859 2,884,811 16,002 15,936 1,158,157 24,252 8,907 7,915 7,430 3,222,144 379,334 319,180 1,952 56,268 1,934 255,926 140,429 115,497 2,027,366 1,579,639 503,183 940,497 924,559 8,079 7,859 2,903,823 17,233 17,167 66 136,539 136,539 1,591,716 1,283,059 33,266 30,813 35,614 121,418 87,546 1,158,335 26,760 756,327 375,248 835,125 781,149 53,976 66 136,539 136,539 17,781 17,781 1,573,935 1,265,278 33,266 30,813 35,614 121,418 87,546 1,158,335 26,760 756,327 375,248 835,125 781,149 53,976 54,450 109,046 94,871 189,360 559,518 25,582 533,936 796,588 715,771 80,817 CAS financial statements of České aerolinie a.s. annual report 31 December 2010 TOTAL LIABILITIES AND EQUITY A. Equity A.I. A.I.1. A.II. A.II.2. A.II.3. A.III. A.III.1. A.IV. A.IV.2. A.V. B. B.I. B.I.1. B.I.4. B.II. B.II.5. B.II.9. B.III. B.III.1. B.III.5. B.III.6. B.III.7. B.III.8. B.III.10. B.III.11. B.IV. B.IV.1. B.IV.2. C. I. C.I.1. C.I.2. Share capital Share capital Capital funds Other capital funds Gains or losses from the revaluation of assets and liabilities Statutory funds Statutory reserve fund / Indivisible fund Retained earnings Accumulated losses brought forward Profit or loss for the current period (+/-) Liabilities Provisions Tax-deductible provisions Other provisions Long-term liabilities Long-term prepayments received Other payables Short-term liabilities Trade payables Payables to employees Social security and health insurance payables State – tax payables and subsidies Short-term prepayments received Estimated payables Other payables Bank loans and borrowings Long-term bank loans Short-term bank loans Other liabilities Accrued expenses Deferred income 2010 | 44 31 December 2009 6,632,836 7,948,571 376,367 (2 352,045) 5,235,510 5,235,510 (340,226) (99) (340,127) 100,931 100,931 (4,696,007) (4,696,007) 76,159 4,596,241 1,776,326 127,326 1,649,000 55,468 1,139 54,329 2,696,362 1,230,417 130,420 41,838 24,846 25,208 1,144,384 99,249 68,085 27,234 40,851 1,660,228 7,071 1,653,157 2,735,510 2,735,510 (492,479) (99) (492,380) 100,931 100,931 (939,882) (939,882) (3,756,125) 8,655,885 2,074,560 198,792 1,875,768 59,443 1,319 58,124 6,267,745 1,385,377 231,464 63,317 42,949 29,427 1,789,840 2,725,371 254,137 68,085 186,052 1,644,731 97,688 1,547,043 CAS financial statements of České aerolinie a.s. annual report 2010 | 45 PROFIT AND LOSS ACCOUNT structured by the nature of expense method – Year ended 31 December 2010 (in CZK thousands) I. A. + II. II.1. II.2. II.3. B. B.1. B.2. + C. C.1. C.2. C.3. C.4. C.5. D. E. III. III.1. III.2. F. F.1. F.2. G. IV. H. * VI. J. VII. VII.1. Sales of goods Costs of goods sold Gross margin Production Sales of own products and services Change in internally produced inventory Own work capitalized Purchased consumables and services Consumed material and energy Services Added value Staff costs Payroll costs Remuneration to members of statutory bodies Social security and health insurance costs Social costs Staff costs in abroad Taxes and charges Depreciation of intangible and tangible fixed assets Sales of fixed assets and material Sales of fixed assets Sales of material Net book value of fixed assets and material sold Net book value of sold fixed assets Book value of sold material Change in allowances and provisions relating to operating activities and complex deferred expenses Other operating income Other operating expenses Operating profit or loss Proceeds from the sale of securities and investments Cost of securities and investments sold Income from non-current financial assets Income from subsidiaries and associates Period to 31 December 2010 46,622 25,824 20,798 16,547,753 16,540,446 (1,636) 8,943 15,026,280 3,997,896 11,028,384 1,542,271 3,013,970 2,148,455 2,055 625,897 54,797 182,766 59,722 469,651 2,694,502 2,669,633 24,869 1,905,842 1,887,885 17,957 (502,234) 654,544 295,818 (351,452) 17,874 1,959 4,238 4,238 Period to 31 December 2009 573,430 338,995 234,435 19,789,620 19,755,107 (1,590) 36,103 17,797,518 5,835,976 11,961,542 2,226,537 4,877,486 3,634,957 5,817 874,344 131,489 230,879 9,626 456,738 907,129 888,401 18,728 507,774 506,357 1,417 611,629 158,148 368,321 (3,539,760) 3,900 3,900 CAS financial statements of České aerolinie a.s. M. X. N. XI. O. * Q. Q 1. Q 2. ** XIII. R. * *** **** Change in allowances and provisions relating to financial activities Interest income Interest expenses Other financial income Other financial expenses Financial profit or loss Income tax on ordinary activities – due – deferred Profit or loss from ordinary activities Extraordinary income Extraordinary expenses Extraordinary profit or loss Profit or loss for the current period (+/–) Profit or loss before tax annual report Period to 31 December 2010 (10,000) 9,500 69,878 776,079 1,026,261 (280,407) (631,859) 767,195 59,177 708,018 76,159 76,159 2010 | 46 Period to 31 December 2009 6,214 79,092 2,102,672 2,182,173 (148,479) 67,886 (27,889) 95,775 (3,756,125) (3,756,125) (3,688,239) CAS financial statements of České aerolinie a.s. annual report 2010 | 47 STATEMENT OF CHANGES IN EQUITY – Year ended 31 December 2010 (in CZK thousands) Balance at 31 December 2008 Distribution of profit or loss Change in the valuation of securities and derivatives Change in the deferred tax Profit or loss for the current period Balance at 31 December 2009 Distribution of profit or loss Change in share capital Change in the valuation of securities and derivatives Change in the deferred tax Profit or loss for the current period Balance at 31 December 2010 Share capital Capital funds Statutory funds Valuation differencies Accumulated losses brought forward Profit or loss for the current period TOTAL EQUITY 2,735,510 (99) 77,428 23,503 (1,794,774) (1,386,436) 446,554 470,057 (470,057) 101,686 1,506,473 (204,079) 2,735,510 (99) 100,931 (492,380) (939,882) (3,756,125) (3,756,125) (3,756,125) 3,756,125 2,500,000 267,750 (115,497) 5,235,510 (99) 100,931 (340,127) (4,696,007) 76,159 76,159 1,506,473 (204,079) (3,756,125) (2,352,045) 2,500,000 267,750 (115,497) 76,159 376,367 CAS financial statements of České aerolinie a.s. annual report 2010 | 48 CASH FLOW STATEMENT – Year ended 31 December 2010 (in CZK thousands) P. Z. A.1. A.1.1. A.1.2. A.1.3. A.1.4. A.1.5. A.1.6. A.1.7. A.1.8. A.* A.2. A.2.1. A.2.2. A.2.3. A.2.4. A.** A.3. A.4. A.5. A.6. A.7. A.8. A.*** B.1. B.2. B.3. B.*** C.1. C.2. C.*** F. R. Opening balance of cash and cash equivalents Cash flows from ordinary activities Profit or loss from ordinary activities before tax Adjustments for non-cash transactions Depreciation of fixed assets Change in allowances and provisions Profit/(loss) on the sale of fixed assets Revenues from dividends and profit shares Interest expense and interest income Settlement of transportation documents disposed of Adjustments for other non-cash transactions Profit/(loss) on the sale of the part of business Net operating cash flow before changes in working capital Change in working capital Change in operating receivables and other assets Change in operating payables and other liabilities Change in inventories Change in current financial assets Net cash flow from operations before tax and extraordinary items Interest paid Interest received Income tax paid from ordinary operations Receipts and expenditures relating to extraordinary activities Received dividends and profit shares Derivatives paid Net operating cash flows Cash flows from investing activities Fixed assets expenditures Proceeds from fixed assets sold Loans provided to related parties Net investment cash flows Cash flow from financial activities Change in payables from financing Impact of changes in equity Net financial cash flows Net increase or decrease in cash and cash equivalents Closing balance of cash and cash equivalents Period to 31 December 2010 559,518 Period to 31 December 2009 542,672 76,159 (1,614,063) 469,651 (502,234) (797,663) (4,238) 60,378 (366,813) 234,874 (708,018) (1,537,904) (379,469) (17,591) (397,866) 35,988 (3,688,239) 6,843 456,738 611,629 (382,044) (3,900) 72,878 (549,112) (199,346) (1,917,373) (69,102) 9,500 767,195 4,238 (1,205,542) (413,966) 2,414,081 (3,681,396) 743,523 738,163 (70,026) 74,881 505 (2,937,873) (80,160) 6,214 2,889 3,900 (61,664) (3,066,694) 2,000,115 (481,063) 1,476,385 1,000 996,322 (195,756) 2,087,218 (195,756) 598,817 1,158,335 2,087,218 16,846 559,518 NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 1. GENERAL INFORMATION České aerolinie a.s. (“the Company”), corporate ID 45795908, was registered in the Commercial Register by the Municipal Court in Prague, Section B, File 1662, on 1 August 1992. The Company’s registered office is located at Prague 6, Ruzyně Airport, Postal Code 160 08. The Company’s principal business activities are providing commercial air transport and aircraft maintenance. The share capital of the Company is CZK 5,235,510 thousand. The financial statements of the Company have been prepared as at and for the year ended 31 December 2010. The members of the Board of Directors as at 31 December 2010 were as follows: Position Ing. Miroslav Dvořák Chairman Philippe M. Moreels Vice-Chairman Mgr. Josef AdamMember Mgr. Jiří MarekMember Ing. Marek TýblMember The members of the Supervisory Board as at 31 December 2010 were as follows: Position Prof. Ing. Michal Mejstřík, CSc. Chairman Ing. Tomáš UvíraVice-Chairman JUDr. Radek Šmerda, Ph.D. Member Tomáš BrabecMember Ing. Radomil Kratochvíl Member Ing. Miroslav Bernášek Member annual report 2010 | 49 The changes made in the Commercial Register (“CR”) during the year ended 31 December 2010 relating to personnel changes in the Board of Directors and the Supervisory Board were as follows: Board of Directors Position Office taken on Resignation Recorded in the CR Peter Jusko Miloš Kvapil Jiří Marek Member Member Member 3 September 2008 28 June 2010 15 December 2010 28 June 2010 15 December 2010 12 August 2010 14 January 2011 14 January 2011 Supervisory Board Position Office taken on Resignation Recorded in the CR Roman Boček Radek Šmerda Josef Doruška Miroslav Bernášek Member Member Member Member 24 June 2009 30 September 2010 30 September 2010 18 November 2009 30 September 2010 30 September 2010 19 October 2010 19 October 2010 19 October 2010 19 October 2010 The Company is organized as at 31 December 2010 President Organizational units reporting to the President: President’s Office Security Communications Quality Management and Internal Audit Flight Safety Supplier Service Management Ground Operations Management Technical Operations Management Landing Gears Divisions: Marketing, Sales and Financial Division Flight Operations Division IT, Human Resources and Legal Services Division The Company has organizational units abroad. NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 2.ACCOUNTING PRINCIPLES AND POLICIES The Company’s accounting books and records are maintained and the financial statements have been prepared in accordance with the Accounting Act 563/1991 Coll., as amended; the Regulation 500/2002 Coll., which provides implementation guidance on certain provisions of the Accounting Act 563/1991 Coll. for reporting entities that are businesses maintaining double-entry accounting records, as amended; and Czech Accounting Standards for Businesses, as amended. The accounting records are maintained in compliance with general accounting principles, specifically the historical cost basis with certain exceptions (as further described in this note), the accruals principle, the prudence concept and the going concern assumption. These financial statements are presented in thousands of Czech crowns (“CZK”), unless stated otherwise. The Company also prepares consolidated financial statements. Tangible Fixed Assets Tangible fixed assets include assets with an estimated useful life greater than one year and an acquisition cost greater than CZK 5 thousand on an individual basis. Tangible assets with an acquisition cost less than CZK 5 thousand on an individual basis are expensed upon acquisition. Acquisition Cost Purchased tangible fixed assets are stated at acquisition cost less accumulated depreciation and allowances for diminution in value. The acquisition cost includes the purchase cost and costs attributable to the acquisition. Tangible fixed assets developed internally are valued at direct costs, which include direct material and payroll costs and incidental costs directly attributable to the internal production of assets (production overheads). The following tangible fixed assets are stated at replacement cost: tangible fixed annual report 2010 | 50 assets acquired without consideration on the basis of a contract to purchase a leased asset (finance lease) and tangible fixed assets recently identified and recognized (accounted for by a corresponding entry in the relevant accumulated depreciation account). The replacement cost of tangible fixed assets is determined by reference to the normal market price effective at the time that these assets are acquired / identified. The cost of a fixed asset technical improvement exceeding CZK 40 thousand per asset for the taxation period increases the acquisition cost of the related tangible fixed asset. Depreciation Depreciation is charged with respect to tangible fixed assets, other than land and assets under construction, over their estimated useful lives, using the straight line method, on the following basis: Number of years Buildings Computer equipment with an acquisition cost above CZK 40 thousand Computer equipment with an acquisition cost between CZK 5 thousand to CZK 40 thousand Radio and communication equipment and systems Vehicles – other than aircraft Vehicles – neawly purchased aircraft Airbus A320/A319/A310, Boeing B737 ATR Rotables Technical improvements of assets held under operating leases Furniture and fixtures Other tangible fixed assets with an acquisition cost between CZK 5 thousand to CZK 40 thousand 30–50 4 3 4 4 20 18 Over the expected useful life of the relevant aircraft Over the term of the operating lease 8 or 15 2 Rotables are depreciated to the expected residual value of 10% of cost. Assets held under finance leases are depreciated by the lessor. Following the expiration of finance leases, aircraft acquired under finance leases are depreciated over their remaining estimated useful lives. Retirement of Assets The gain or loss arising from the disposal or retirement of an asset is determined as NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 the difference between the sales proceeds and the net book value of the asset at the sale date and is recognized in the profit and loss account. Allowances If the carrying value of an asset is greater than its estimated recoverable value, the carrying value is reduced by an allowance to the recoverable value. If the impairment of an asset is other than temporary, the asset is written off. Intangible Fixed Assets Intangible fixed assets include assets with an estimated useful life greater than one year and an acquisition cost greater than CZK 5 thousand on an individual basis. Intangible assets with an acquisition cost of less than CZK 5 thousand on an individual basis are expensed in the period of acquisition. Acquisition Cost Purchased intangible fixed assets are stated at acquisition cost less accumulated amortization and allowance for diminution in value. With respect to long term projects that relate to software acquisition and bringing the software into use, the Company capitalizes internally incurred costs linked to the software development and bringing the software into use. The cost of technical improvements exceeding CZK 40 thousand per asset for the taxation period increases the acquisition cost of the related intangible fixed asset. Amortization Amortization of intangible fixed assets is recorded on a straight line basis over their estimated useful lives as follows: Software Licences Patents Number of years 3–10 Over the contract term Over the useful life annual report 2010 | 51 Allowance If the carrying value of an asset is greater than its estimated recoverable value, the carrying value is reduced through an allowance to the recoverable value. If the impairment of an asset is other than temporary, the asset is written off. Non-Current Financial Assets Non-current financial assets principally consist of provided loans with maturity exceeding one year, equity investments, securities and equity investments available for sale. Upon acquisition, securities and equity investments are carried at cost. The cost of securities or equity investments includes the direct costs of acquisition, such as fees and commissions paid to brokers, advisors and stock exchanges. The investments in newly-established subsidiaries are carried at cost that includes the net book value of the non-monetary investment. At the date of acquisition of the securities and equity investments, the Company categorizes these non-current financial assets based on their underlying characteristics as: ▶ equity investments in subsidiaries; ▶ equity investments in associates; or ▶ securities and equity investments available for sale. Investments in enterprises in which the Company has the power to govern the financial and operating policies so as to obtain benefits from their operations are treated as “Equity investment in subsidiaries”. Securities and equity investments intended to be held for an indefinite period of time, which may be sold in response to liquidity requirements or changes in market conditions (for example, interest rates), are classified as available for sale. These securities and investments are included in non-current assets unless the Management has the express intention of holding the investment for less than 12 months from the balance sheet date. The Management determines the appropriate classification of securities and investments at the time of purchase. NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 Valuation At the balance sheet date, the Company records: ▶ equity investments in subsidiaries and associates at cost less an allowance for diminution in value; and ▶ securities and equity investments available for sale are carried at fair value if determinable. Changes in fair values of securities and equity investments available for sale are charged against “Gains or losses from the revaluation of assets and liabilities” within equity in the case of a permanent decrease in the fair value to the profit and loss account. In determining the fair value, the Company refers to the market value of securities at the balance sheet date. Securities and equity investments that are not traded on public markets are stated at cost when their fair value is not readily obtainable and the cost of obtaining the fair value measure is unreasonably high considering its materiality and impact on the Company’s financial statements. If the carrying value of securities and equity investments that have not been measured at fair value is greater than their estimated recoverable value, the securities and equity investments are provided for. If equity investments in subsidiaries and associates are material in comparison to the Company’s financial statements, the Company prepares consolidated financial statements. Current Financial Assets Current financial assets consist of cash equivalents, cash on hand and cash at bank. Derivative Financial Instruments Derivative financial instruments including currency forwards, currency, commodity and interest rate swaps, currency and commodity options, and other derivative financial instruments are initially recognized on the balance sheet at cost and subsequently are remeasured to their fair value. Fair values are obtained from quoted market prices, discounted cash-flow models and option pricing models, as appropriate. All derivatives are presented in other receivables or in other payables when their fair value is positive or negative, annual report 2010 | 52 respectively. Based on the maturity date, they are classified as long-term or shortterm receivables or payables, as appropriate. The Company designates derivative financial instruments as either trading or hedging. While the Company designates all derivatives for economic hedge purposes, a portion of short-term contracts (up to one month) are recognized as trading derivatives and hedge accounting is not applied due to administrative costs. Hedge accounting is applied to all other derivatives. Trading Derivatives Changes in the fair value of derivatives held for trading are included in the profit and loss account as part of financial profit or loss. Hedging Derivatives The Company prospectively designates certain derivatives as a hedge of a future cash flow attributable to a forecasted transaction (cash flow hedge). Hedge accounting is used for derivatives designated in this way provided all of the following criteria are met: ▶ formal documentation of the general hedging strategy, hedged risk, hedging instrument, hedged item and their relationship is prepared before hedge accounting is applied; ▶ the hedge documentation proves that it is expected to be highly effective in offsetting the risk in the hedged item at inception and throughout the reporting period; and ▶ the hedge is effective on an ongoing basis (that is, within a range of 80% to 125%). If derivative instruments do not meet the criteria for hedge accounting referred to above, they are treated as trading derivatives. Changes in the fair value of derivatives that qualify as effective cash flow hedges are recorded in the “Gains or losses from the revaluation of assets and liabilities” within equity. Where a hedged forecasted transaction results in the recognition of NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 a financial asset or of a financial liability, the gains and losses previously deferred in the “Gains or losses from the revaluation of assets and liabilities” are transferred to the profit and loss account and classified as income or expense in the periods during which the hedged item affects the profit and loss account. Inventory Purchased inventory is carried at acquisition costs net of allowances. Acquisition cost includes all direct and indirect overheads incurred to bring inventory to its present stage and location, e.g., customs fees, freight costs and commissions. Internally developed inventory is valued at the cost of producing the inventory which consists of direct material and payroll costs incurred in production and the portion of indirect costs relating to production. Inventory material is issued out of stock at costs determined using the weighted arithmetic average method. Allowances An allowance for slow-moving/obsolete inventory is recognized in circumstances where the impairment of the inventory is not deemed permanent. The amount of the allowance is based on an analysis of turnover and utilizability of inventory and based on an individual assessment of specifically those inventories that have been idle for more than three years. Receivables Upon origination, receivables are stated at their nominal value and subsequently reduced by an appropriate allowance for doubtful and bad amounts. annual report 2010 | 53 Bank and Non-Banking Loans Loans are stated at their nominal value. The portion of long-term loans maturing within one year from the balance sheet date is included in short-term loans. Interest is accrued and included in the profit or loss for the period. Provisions Provisions are intended to cover future obligations or expenditure, the nature of which is clearly defined and which are either likely to be incurred, but which are uncertain as to the amount or the date on which they will arise; however, their reliable estimate can be made. The Company recognizes provisions for repairs of tangible fixed assets. These provisions are either non-tax deductible (i.e. accounting provisions) or tax deductible as defined by the Act on Provisions 593/1992 Coll. The level of the recognized provision for repairs is based on the anticipated costs of repairs and the time to lapse before the repair commences. The provision is recognized as equal to the ratio of the current cost of repairs net of the charge already recognized and the number of years to elapse before the repair commences. As a result of the amendment to the Act on Provisions 593/1992 Coll., effective 1 January 2009, the Company has recorded only non-tax deductible charges with respect to the provisioning commenced in 2009. As the Company prepares the financial statements ahead of the income tax return for the current period and the current tax expense is not exactly determined, the Company recognizes an income tax provision. The provision is released in the next accounting period and the Company records actual tax liability. Allowances Allowances for receivables are recognized on the basis of an aging analysis of the debts. Allowances are additionally recorded based on an individual assessment of the financial health of debtors whose balances would not have been provided for according to the aging analysis. In addition, the Company recognizes other provisions for known risks, which are anticipated to give rise to a future probable liability. This specifically involves a provision for outstanding vacation days, the Frequent Flyer Programme and not yet paid out remunerations related to the current accounting period. Trade Payables Trade payables are stated at their nominal value. Frequent Flyer Programme Members of the Frequent Flyer Programme can exchange earned points for free air NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 tickets and selected goods and services. The Company recognizes provisions for these future costs. The provisions include incremental fuel, catering servicing costs and the cost of free travel provided by other partners. Foreign Currency Translation Transactions denominated in foreign currencies during the accounting period are translated using the fixed monthly exchange rate. All monetary assets and liabilities denominated in a foreign currency are translated using the effective exchange rate stated by the Czech National Bank as of the balance sheet date. Any resulting foreign exchange rate gains and losses are recorded through the current year’s financial expenses or revenues as appropriate. Foreign exchange rate gains or losses arising from the year-end translation of securities and equity investments are treated as a component of the fair value. If the security or equity investment is not recognized at fair value, then the foreign exchange rate gains or losses are recorded through equity accounts on the balance sheet. Finance Leases A finance lease is the acquisition of a tangible fixed asset such that, over or after the contractual lease term, the asset’s ownership title transfers from the lessor to the lessee; pending the transfer of title, the lessee makes lease payments to the lessor for the asset that are charged to expenses. During the leasing period, the acquisition cost of assets acquired under finance leases is not capitalized as part of fixed assets. Aggregated amounts related to finance leases (leasing instalments) are accrued and regularly expensed over the lease period. Amounts payable in future periods, but not due at the balance sheet date, are disclosed in the notes but are not recognized in the balance sheet. Advances paid for finance lease that are not re-financed and fees and other expenses related to the conclusion of an agreement on the finance lease are recognized as advances or acquired fixed assets, are not depreciated and form part of the aircraft acquisition cost when finance lease terminates. annual report 2010 | 54 Taxation Depreciation of Fixed Assets for Tax Purposes Depreciation of fixed assets is calculated using the straight line method for tax purposes. Current Tax Payable The tax currently payable is based on taxable profit for the reporting period. Taxable profit differs from the net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted by the balance sheet date. Deferred Taxation Deferred tax is accounted for using the balance sheet liability method. Under the liability method, deferred tax is calculated at the income tax rate that is expected to apply in the period when, according to Company’s expectation, the tax liability is settled or the asset realized. The balance sheet liability method focuses on temporary differences, which are differences between the tax base of an asset and/or liability and its carrying amount in the balance sheet. The tax base of an asset or liability is the amount that will be deductible for tax purposes in the future. Deferred tax assets are recognized if it is probable that sufficient future taxable profit will be available against which the assets can be utilized. Deferred tax is charged or credited to the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset and reported on an aggregate net basis in the balance sheet, except when partial tax assets cannot be offset against partial tax liabilities. NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 Retirement Benefit Costs Contributions are made to the Government’s health retirement benefit and employment schemes at the statutory rates in force during the year based on gross salary payments. The cost of social security payments is charged to the Company’s income statement in the same period as the related salary cost. Furthermore, the Company realizes defined contribution schemes administered by commercial pension funds for its employees. The contributions to these schemes are charged to costs in the period in which they are incurred. Government Grants In accordance with the agreement on public service delegation, the Company is additionally a recipient of funds to operate the air connection between Strasbourg and Prague. The parties to the agreement include the Company, the Ministry of Foreign and European Affairs in France, the Trade and Industrial Chamber in Strasbourg and the Department Bas-Rhin. The grants are recognized in revenues in the period in which the eligible expenses are recognized on an accrual basis or as an expense if the Company returns the grant recognized as income in previous periods (in accordance with the grant conditions). The grants are subject to income tax. Borrowing Costs All borrowing costs are recognized in expenses in the period in which they are incurred. Revenue and Expense Recognition Revenues and expenses are recognized in the period to which they relate on an accruals basis. The Company charges to expenses provisions and allowances carried to cover all risks, losses and impairment that are known at the balance sheet date. The recognition of the Company’s revenues from airline transportation services comprises of two basic components: ▶ revenues from the Company’s own traffic documents; and annual report 2010 | 55 ▶ revenues from the traffic documents of other airline carriers used on the Company’s flights. In recognizing revenue, the Company refers to the principles provided in the MPA (Multilateral Prorate Agreement) and RAM (Revenue Accounting Manual), issued by the International Air Transport Association (“IATA”), bilateral agreements between airlines and other regulations. The use of these principles is based on the Company’s membership in IATA and a mutual application of those principles by other airlines. The Company recognizes fare receipts as deferred income when a traffic document is issued. The collected fare is allocated among individual air coupons on the basis of a number of criteria, which include the established guidance of IATA or a contractual arrangement between individual airlines. This allocated fare is recognized in the Company’s income when the transportation is provided by the Company. In instances where the flight was realized by a partner Company, the allocated fare with respect to the relevant coupon is reversed from deferred income to payables. With regard to companies with which the Company applies the “sampling” accounting approach, the Company allocates the fare among individual coupons on the basis of an extrapolation of a representative sample in accordance with the IATA guidance. This extrapolation is subsequently reviewed and adjusted by the partner airline. The mutual settlement of receivables and payables between airline companies is made weekly via the IATA Clearing House. The Company records as deferred income amounts collected from the sale of traffic documents, which have not been realized at the balance sheet date, i.e. have not been flown on or used otherwise. The Company recognizes unused traffic documents in revenues after a certain period of time from the sale of the traffic document on the basis of historical analyses and statistical trends considering the accruals basis of revenues and expenses together with the prudence principle. NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 When traffic documents are sold, the Company also recognizes fees related to the sold traffic documents, the so-called “airport taxes”. The Company collects part of these taxes for other entities (for example, airport authorities, taxation authorities). The Company differentiates between taxes delivered at the moment of sale and taxes delivered at the moment when the flight is realized. Both taxes are accounted for on the balance sheet as payables and estimated items, respectively. Taxes not further delivered are recorded as the Company’s income and are recognized in the period in which the sale or the flight of the given traffic document is realized in accordance with the conditions defined for the tax. Revenues from the sale of goods and services are recognized on the supply date or on a contractual basis. Gains arising from long-term production contracts are recognized when the contract is completed and billed on the basis set out in the underlying contract. The Company further recognizes the so-called maintenance provisions in revenues and expenses. The maintenance provisions represent amounts paid to the lessor providing aircraft operating leases. These amounts are used by the lessor to cover future overhauls of the aircraft. The Company recognizes these payments in the profit and loss account in the period of payment as they are repeated on a regular basis. The “Maintenance Provision Release” item represents the amount that was repaid by the lessor to the Company in respect of the overhaul made by the Company or paid for by the Company to the third party. Estimates The presentation of financial statements requires the Management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Management of the Company believes that the estimates and assumptions used will not significantly differ from the actual results and outcomes in the following reporting periods. Extraordinary Expenses and Income Extraordinary items are income or expenses that arise from events or transactions that are clearly distinct from the ordinary activities of the Company, as well as income or expenses from events or transactions that are not expected to recur annual report 2010 | 56 frequently or regularly and income or expenses arising from a change of accounting method. Related Parties The Company’s related parties are considered to be the following: ▶ shareholders of which the Company is a subsidiary or an associate, directly or indirectly, and subsidiaries and associates of these shareholders; ▶ members of the Company’s statutory and supervisory bodies, the Management and parties close to such members, including entities in which they have a controlling or significant influence; and ▶ companies with the same member of the Management. Related party transactions and balances are disclosed in Note 26. Subsequent Events The effects of events which occurred between the balance sheet date and the date of preparation of the financial statements are recognized in the financial statements in the case that these events provide further evidence of conditions that existed at the balance sheet date. Where significant events occur subsequent to the balance sheet date, but prior to the preparation of the financial statements, which are indicative of conditions that arose subsequent to the balance sheet date, the effects of these events are disclosed, but are not themselves recognized in the financial statements. NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 3. BASIS FOR PREPARATION OF FINANCIAL STATEMENTS The financial statements have been prepared under the going concern assumption. The Government of the Czech Republic decided to stabilize the situation in the Company in 2009 and requested the preparation of a Restructuring Plan. The plan was approved in May 2010 for year 2010 through 2013. The Restructuring Plan was presented on 12 May 2010 to the European Commission, which is currently undertaking a review relating to the loan provided by OSINEK, a.s. “in liquidation”. The Restructuring Plan was approved at the Company’s extraordinary General Meeting held on 20 May 2010. The going concern assumption applied by the Company’s Management is conditional upon the successful implementation of the Restructuring Plan. As of 24 November 2010, the Government of the Czech Republic approved the proposal to create the holding of selected companies in the area of air transport and ground services owned by the state including Letiště Prague, a.s. and České aerolinie a.s. The Government also approved the establishment of the joint stock Company Český Aeroholding, a.s. and charged the Ministry of Finance with the preparation of a draft decision to increase the share capital by contributing the state share in the companies Letiště Prague, a.s. and České aerolinie a.s., so that the holding creates an effective structure that will provide airport operations, air transport services and related services. After restructuring the Company České aerolinie a.s., within three years, a draft proposal of entry a strategic investor to the Company České Aerolinie a.s. should be introduced. As of 19 January 2011, the Government Resolution decided to privatize the part of assets of the Company Správa Letiště Prague, s.p. by its contribution to Český Aeroholding, a.s. The Company was established as of 11 March 2011. The holding structure and strong group base should support the Company České aerolinie a.s. in the successful fulfilling of the Restructuring Plan. In 2010, the Company had negative cash flow from the operating activities, which indicates possible impairment of the fixed assets. The Company’s Management prepared the analysis of possible impairment of the fixed assets, which is based annual report 2010 | 57 on future discounted cash flow from operating activities. The assumption is that in future years it will be possible to complete the implementation of the measures contained in the Restructuring Plan and the Company will achieve positive operating cash flow. Based on those long term projections, the Company’s Management has concluded that the fixed assets are not impaired. NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report 2010 | 58 4. INTANGIBLE FIXED ASSETS At 31 December 2010: Cost Software Intangible assets under construction 1 January 2010 CZK’000 777,278 Additions CZK’000 20,514 Contribution CZK’000 (75,744) Disposals CZK’000 (46,709) Transfers CZK’000 96,650 31 December 2010 CZK’000 771,989 101,657 21,738 (117) (298) (96,650) 26,330 878,935 42,252 (75,861) (47,007) 1 January 2010 CZK’000 (482,328) Charge for the year CZK’000 (94,347) Contribution CZK’000 18,852 Disposals CZK’000 46,709 798,319 Accumulated Amortization Software Net book value Transfers CZK’000 396,607 31 December 2010 CZK’000 (511,114) 287,205 At 31 December 2009: Cost Software Intangible assets under construction 1 January 2009 CZK’000 643,098 160,721 Additions / transfers CZK’000 134,237 75,173 Disposals / transfers CZK’000 (57) (134,237) 31 December 2009 CZK’000 777,278 101,657 803,819 209,410 (134,294) 878,935 1 January 2009 CZK’000 (388,102) Charge for the year CZK’000 (94,283) Disposals CZK’000 57 31 December 2009 CZK’000 (482,328) Accumulated Amortization Software Allowance for diminution in value of intangible assets under construction (21,194) Net book value 394,523 21,194 396,607 NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 The Company did not acquire any intangible fixed assets without consideration in either 2010 or 2009. Intangible assets under construction at 31 December 2010 represent information technology projects in progress (for example, the Airlines system, Cargo SPOT software, the AVES system development). The net book value of intangible fixed assets transferred to the subsidiaries as nonmonetary contributions during 2010 is mentioned in Note 28. In 2009, the Company wrote off the intangible fixed assets under construction related to an information technology project and the allowance in the amount of CZK 21,194 thousand was released. The impact to profit or loss was CZK 0 thousand. The Company anticipates that costs incurred in relation to projects in progress will bring future economic benefits. annual report 2010 | 59 NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report 2010 | 60 5. TANGIBLE FIXED ASSETS At 31 December 2010: Cost 1 January 2010 CZK’000 Land Buildings, halls and structures Machinery and equipment Aircraft Vehicles Furniture and fixtures Other tangible fixed assets Tangible assets under construction Advances paid for fixed assets – aircraft Airbus Advances paid for fixed assets – aircraft Boeing Advances paid for fixed assets – other Additions CZK’000 Contribution / transfer CZK’000 192,436 Disposals CZK’000 Transfers CZK’000 31 December 2010 CZK’000 (192,436) 290,028 18,029 (11,449) (215,029) 1,929 83,508 2,696,460 1,130,418 456,895 345,958 59,826 40,757 904 3,672 2,872 (281,874) 5,705 1,221,967 (426,666) (89,971) (18,426) (1,290,807) (1,088,051) (6,871) (33,197) (8,104) 1,296 (17) 1,170,241 1,265,238 27,030 226,958 33,279 358,129 8,164 (114) (11,949) (240,564) 113,666 132,376 370,769 503,145 990,316 (990,316) 35,465 38 6,688,307 445,205 (828,500) (35,465) 38 (2,881,909) 3,423,103 NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report 2010 | 61 Accumulated Depreciation Buildings, halls and structures Machinery and equipment Aircraft Vehicles Furniture and fixtures Other tangible fixed assets 1 January 2010 CZK’000 Charge for the year CZK’000 Contribution / transfer CZK’000 Disposals CZK’000 31 December 2010 CZK’000 (126,220) (1,489,178) (543,527) (354,617) (331,335) (26,045) (10,909) (242,240) (98,700) (4,230) (10,846) (8,379) 3,589 200,432 330,799 89,443 3,254 77,964 721,326 82,721 5,832 29,850 8,508 (55,576) (809,660) (559,506) (22,216) (222,888) (22,662) (2,870,922) (375,304) 627,517 926,201 (1,692,508) Allowance for diminution in value (308,405) (45,397) Net book value 3,508,980 1,685,198 Allowance for Diminution in Value 1 January 2010 CZK’000 Charge for the year CZK’000 Release during the year CZK’000 31 December 2010 CZK’000 (245,548) (62,857) (5,966) 235,895 33,079 (9,653) (35,744) (308,405) (5,966) 268,974 (45,397) Buildings, halls and structures Tangible assets under construction The allowance to rotables in the amount of CZK 140,464 thousand was released during 2010 due to the sale of rotables to the subsidiary Czech Airlines Technics, a.s. (formerly ClickforSky, a.s.). The selling price was determined by an independent valuer in the amount of CZK 402,142 thousand. The net book value of sold property before allowance was in the amount of CZK 557,093 thousand. The allowance to disposed rotables in the amount of CZK 84,187 thousand was released. The rotables were not identified during the physical inventory count and were written off to expenses. The impact to profit or loss was CZK 0 thousand. NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report 2010 | 62 At 31 December 2009 Cost Land Buildings, halls and structures Machinery and equipment Aircraft Vehicles Furniture and fixtures Other tangible fixed assets Tangible assets under construction Advances paid for fixed assets – aircraft Airbus Advances paid for fixed assets – aircraft Boeing Advances paid for fixed assets – other 1 January 2009 CZK’000 Additions / transfers CZK’000 Disposals / transfers CZK’000 31 December 2009 CZK’000 26,822 732,783 2,801,015 772,632 493,760 354,831 58,335 441,075 111,165 1,277,411 35,465 171,279 134,204 118,107 387,813 824 18,257 6,601 747,101 21,211 (5,665) (576,959) (222,662) (30,027) (37,689) (27,130) (5,110) (830,047) 192,436 290,028 2,696,460 1,130,418 456,895 345,958 59,826 358,129 132,376 990,316 35,465 7,105,294 1,605,397 (287,095) (2,022,384) 6,688,307 Accumulated Depreciation Buildings, halls and structures Machinery and equipment Aircraft Vehicles Furniture and fixtures Other tangible fixed assets 1 January 2009 CZK’000 Charge for the year CZK’000 Sale, contribution, damages CZK’000 Disposals CZK’000 31 December 2009 CZK’000 (196,362) (1,435,802) (527,388) (356,720) (326,879) (23,718) (26,047) (228,455) (44,279) (33,529) (31,509) (7,437) (480,770) (28,882) (1,886) (2,057) (48) 576,959 203,961 30,026 37,689 27,101 5,110 (126,220) (1,489,178) (543,527) (354,617) (331,335) (26,045) (2,866,869) (371,256) (513,643) 880,846 (2,870,922) Allowance for diminution in value (100,548) (308,405) Net book value 4,137,877 3,508,980 NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report Allowance for Diminution in Value Buildings, halls and structures Machinery and equipment Tangible assets under construction 1 January 2009 CZK’000 Charge for the year CZK’000 Release during the year CZK’000 31 December 2009 CZK’000 (15,798) (24,037) (60,713) (244,091) (2,553) 15,798 22,580 409 (245,548) (62,857) (100,548) (246,644) 38,787 (308,405) In 2009, the Company mainly created the allowance for rotables in the amount of CZK 243,395 thousand as it is expected that their value will be covered by sale rather than by use. In 2010, the financial leasing of three Boeing B737 was expired, and the aircraft were added to the assets at the acquisition costs of CZK 484,996 thousand. Furthermore, the financial leasing of other four B737 aircraft was prematurely expired, and the aircraft were added to the assets at the acquisition costs of CZK 736,954 thousand. The finance lease of three Boeing B737-500 expired in 2009, and the aircraft were added to the assets of the Company at the acquisition cost of CZK 383,518 thousand. In 2009, the Company acquired land in the “North” area at the airport Prague – Ruzyně. The purchase price of the land was calculated by an independent valuer in the amount of CZK 171,279 thousand. 2010 | 63 NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report Significant Fixed Assets Disposals in 2010 Revenue from the sale CZK’000 Net book value CZK’000 815,886 402,142 1,186,039 68,894 34,089 89,025 129,648 557,093* 1,005,313 53,325 34,089 89,025 Hangar F including land Rotables 6 aircraft Boeing B737 Land around the APC building Land around Hangar F Land under Hangar G *before allowance for diminution in value The net book value of tangible fixed assets transferred to the subsidiaries as nonmonetary contribution during 2010 is mentioned in Note 28. The net book value of tangible fixed assets transferred as part of the Company during 2010 is mentioned in Note 28. 2010 | 64 thousand relates to the expiry of the finance leasing of three Boeing B737 aircraft and their addition to the assets of the Company. Allowance for Diminution in Value The Company creates an allowance for assets under construction – technical improvement of aircraft under finance lease, when the lessor did not approve the depreciation thereof. The Company further creates an allowance if the carrying value of an asset is greater than its estimated recoverable value; the carrying value is then reduced by an allowance to the recoverable value. The fair value of aircraft purchased by the Company after the expiry of the finance leases is significantly higher than their carrying amount. Pledged Fixed Assets The Company has pledged fixed assets as follows: Significant Fixed Assets Disposals in 2009 Aircraft Airbus A310 APC building including land Revenue from the sale CZK’000 Net book value CZK’000 247,125 606,710 1,886 437,910 Advances The advances paid in the amount of CZK 503,145 thousand as of 31 December 2010 (as of 31 December 2009: CZK 132,376 thousand) represent advances for 8 Airbus A319 aircraft, which will be delivered in 2011–2014. The Company has an option for the purchase of these aircraft. The prepayments are classified as unrefundable and they are recalculated using a historical foreign exchange rate. The advances in the amount of CZK 0 thousand as of 31 December 2010 (as of 31 December 2009: CZK 990,316 thousand) related to Boeing B737 aircraft are not refinanced by a finance lease and became part of the acquisition costs of the respective aircraft at the expiry of the finance lease, when the aircraft became the property of the Company. The decrease of the advances of CZK 990,316 thousand in 2010 relates to the expiry of financial leasing of seven Boeing B737 and its addition to the assets of the Company. The decrease in the advances in 2009 in the amount of CZK 287,095 At 31 December 2010: Net book value CZK’000 Full Flight Simulator B737 Flight Simulator MFTD 320 20,073 Value of secured liability CZK’000 Creditor* Middle-term op48,012 erational loan from UniCredit Bank Middle-term op20,073 erational loan from UniCredit Bank *The pledges to secure the loan liability are activated only in case the Company is in default. NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report 2010 | 65 At 31 December 2009: Net book value Value of secured liability CZK’000 CZK’000 Full Flight Simulator B737 Flight Simulator MFTD 320 Aircraft ATR Aircraft ATR Rotables to Airbus A310, B737, ATR Trade-mark IT Technologies Aircraft Boeing 737 Hangar F Land Simulator A320 87,621 21,315 132,325 21,315 2,078 4,458 700,637 700,637 150,561 82,542 461,000 930,000 62,430 160,000 88,716 369,136 247,633 53,325 221,574 Creditor* Middle-term operational loan from UniCredit Bank Middle-term operational loan from UniCredit Bank Komerční banka, a.s. Commerzbank AG Ministry of Trade and Industry of the Czech Republic Ministry of Trade and Industry of the Czech Republic Ministry of Trade and Industry of the Czech Republic Ministry of Trade and Industry of the Czech Republic Ministry of Trade and Industry of the Czech Republic Ministry of Trade and Industry of the Czech Republic Ministry of Trade and Industry of the Czech Republic * The pledges to secure the loan liability are activated only in case the Company is in default. Finance Leases The Company uses assets under finance lease contracts that are not recorded as tangible fixed assets in the financial statements until the expiration of the lease. Twelve aircraft are held under finance lease contracts as at 31 December 2010 (as at 31 December 2009: 19 aircraft): Outstanding amounts payable within one year Amounts payable after more than one year 150,168 34,307 203,239 8,423,790 859,733 5,093,169 Currency Expire date Total lease payments Total amounts paid at 31 December 2009 Total amounts paid at 31 December 2010 Boeing B737 USD ’000 2010 248,551 218,727 248,551 Airbus A319/A320 EUR ’000 2018–2020 387,714 116,030 Total * CZK ’000 14,376,692 7,009,062 Aircraft *The conversion from USD and EUR to CZK was carried out using the rate of the Czech National Bank as at 31 December 2010. In 2010, the prematurely expired four B737 aircraft financial leases and the instalments in the amount of CZK 316,568 thousand were paid as lump sum. NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report 2010 | 66 Vehicles under Finance Lease: 31 December 2009 CZK’000 Amounts paid 32,203 Outstanding amounts payable within one year 17,100 Amounts payable after more than one year 2,828 Total lease payments paid on current finance lease contracts 52,131 The financial leasing of vehicles was transferred as non-monetary contribution to the subsidiary Czech Airlines Handling, s.r.o. (formerly ČSA Support, s.r.o.) as of 1 January 2010 (as mentioned in Note 28). The Airbus A320 flight simulator held under a finance lease contract: in EUR thousands in CZK thousands * Expire date Total lease payments Total amounts paid at 31 December 2009 Total amounts paid at 31 December 2010 Outstanding amounts payable within one year Amounts payable after more than one year 2013 2,142 803 1,160 357 625 53,679 20,123 29,070 8,946 15,663 *The conversion from EUR to CZK was carried out using the rate of the Czech National Bank as at 31 December 2010. The Company further operates 18 aircraft under operating lease (2009: 22 aircraft). The information on operating lease commitments is disclosed in Note 27. NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report 2010 | 67 6.INVESTMENTS IN SUBSIDIARIES Investments in subsidiary undertakings comprise of shares as follows: At 31 December 2010: 2010 profit / (loss) CZK’000 Equity CZK’000 100 (28,124) 152,299 100 (44,358) 739,171 132,100 100 (79,711) 594,566 270 380 100 65 3,075 9,241* 8,328 14,059* Nominal value CZK’000 Acquisition cost CZK’000 17,200 172,000 41,295 3,820 784,100 750,514 N/A 574,390 N/A N/A 270 380 Number of shares % of share capital Dividend income 2010 CZK’000 Czech entities HOLIDAYS Czech Airlines, a.s. (Prague) Czech Airlines Technics, a.s. (formerly ClickforSky, a.s.) (Prague) Czech Airlines Handling, s.r.o. (formerly ČSA Support, s.r.o.) (Prague) CSA Services, s.r.o. (Prague) AMADEUS MARKETING CSA, s.r.o. (Prague) 924,559 Net book value *Preliminary, non-audited data 924,559 4,238 4,238 NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report 2010 | 68 At 31 December 2009: Number of shares Nominal value Acquisition cost CZK’000 % of share capital 2009 profit / (loss) CZK’000 Equity CZK’000 Dividend income 2009 CZK’000 N/A EUR 217,000 1,963 100 1,747* 12,253* 3,900 1,000 20 N/A N/A N/A CZK 10,000,000 CZK 2,000,000 CZK 4,390,000 CZK 270,000 CZK 380,000 10,000 2,243 4,051 270 380 100 100 100 100 65 329 17 3,033 2,224 7,509 (1,322) 1,387 589,446 5,253 12,328 Foreign entities SLOVAK AIR SERVICES, s.r.o. (Bratislava, SR) Czech entities HOLIDAYS Czech Airlines, a.s. (Prague) ClickforSky, a.s. (Prague) ČSA Support s.r.o. (Prague) CSA Services, s.r.o. (Prague) AMADEUS MARKETING CSA, s.r.o. (Prague) 18,907 Allowance for diminution in value Net book value 3,900 (10,000) 8,907 * The conversion from EUR to CZK was carried out using the rate of the Czech National Bank as at 31 December 2009 and the average rate for 2009. There are no differences between the percentage of ownership and the percentage of voting rights in any subsidiary undertaking. As of 16 December 2009, the Company’s Board of Directors decided to increase the share capital by CZK 570,000 thousand and the share premium of CZK 84,831 thousand in the Company Czech Airlines Handling, s.r.o. (formerly ČSA Support s.r.o.). The increase was made by the non-monetary contribution valued by an independent valuer appointed by a court. The accounting value of the transferred net assets was CZK 128,049 thousand as at 1 January 2010 (Note 28). As of 20 May 2010, the Company’s Board of Directors decided to increase the share capital by CZK 162,000 thousand and the share premium of CZK 19,745 thousand in the Company HOLIDAYS Czech Airlines, a.s. The increase was made by the non-monetary contribution valued by an independent valuer appointed by a court. The accounting value of the transferred net assets was CZK (19,353) thousand as at 1 June 2010 (Notes 25 and 28). At the same time, the Company released an allowance to the investment in HOLIDAYS Czech Airlines, a.s. in the amount of CZK 10,000 thousand. As of 30 December 2010, the Company concluded a settlement agreement with HOLIDAYS Czech Airlines, a.s. for additional transfer of cash related to customers’ prepayments in the amount of CZK 50,648 thousand (Note 13). As of 28 June 2010, the Company’s Board of Directors decided to increase the share capital by CZK 380,000 thousand in Czech Airlines Technics, a.s. (formerly ClickforSky, a.s.). The increase was made by the non-monetary contribution valued by an independent valuer appointed by a court. The accounting value of the transferred net assets was CZK 341,477 thousand as at 1 August 2010 (Note 28). NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 As of 16 December 2010, the Company’s Board of Directors further decided to increase the share capital by CZK 402,100 thousand and share premium by CZK 42 thousand in Czech Airlines Technics, a.s. (formerly ClickforSky, a.s.). The increase was done by the subscription of 4,021 pieces of ordinary shares with a nominal value of CZK 100 thousand per share. At the same time, the offsetting agreement was signed with respect to the loan provided by the Company to Czech Airlines Technics, a.s. (Note 26) and the receivable of Czech Airlines Technics, a.s. for subscribed shares in the amount of CZK 402,142 thousand. The increase of the share capital was recorded in the Commercial Register on 23 February 2011. In September 2010, the Company sold its 100% share in SLOVAK AIR SERVICES, s.r.o. The revenues from the sale were in the amount of CZK 17,874 thousand and the carrying amount of CZK 1,959 thousand. Related party transactions are disclosed in Note 26. annual report 2010 | 69 NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report 7.OTHER SECURITIES AND INVESTMENTS Other Long-Term Investments Other Long-Term Investments (Available for Sale) Foreign At 31 December 2010: Foreign SITA Inc. shares SITA Inc. certificates Number of securities Nominal value Cost CZK’000 46 EUR 230 6 8,073 8,079 31 December 2010 CZK’000 Income 2010 CZK’000 31 December 2009 CZK’000 Income 2009 CZK’000 7,859 159 7,098 332 344 SITA Inc. loan Other 7,859 SITA Inc. shares SITA Inc. certificates Number of securities Nominal value Cost CZK’000 51 EUR 255 7 7,908 7,915 Other investments available for sale are carried at cost at 31 December 2010 and 2009 because their fair value is not readily obtainable and the cost of obtaining the fair value measure is unreasonably high considering its impact on the Company’s financial statements. In 2010 and 2009, the Company obtained no dividends from other long-term investments available for sales. 7,430 Short-Term Financial Assets The structure of short-term financial assets: At 31 December 2009: Foreign 2010 | 70 Cash Current accounts Term deposits Promissory notes 31 December 2010 CZK’000 31 December 2009 CZK’000 26,760 109,741 646,586 375,248 25,582 167,408 366,528 1,158,335 559,518 31 December 2010 CZK’000 31 December 2009 CZK’000 222,000 83,951 34,056 306,579 294,400 31,758 23,839 16,531 646,586 366,528 Term deposits – short-term: Term deposits in CZK Term deposits in EUR Term deposits in GBP Term deposits in USD NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report 8.INVENTORIES The change in the allowance for diminution in value is analysed as follows: 2010 CZK’000 2009 CZK’000 Opening balance as at 1 January 152,426 81,371 Increase in the year Contribution to the subsidiaries Released during the year 5,407 (155,756) (846) 83,524 (12,469) 1,231 152,426 At 31 December 2010 Cost CZK’000 Allowance for diminution in value CZK’000 Net book value CZK’000 Material Spare parts – landing gears 17,167 (1,231) 15,936 Total material 17,167 (1,231) 15,936 Advances paid for inventory Total 66 17,233 66 (1,231) 16,002 The net book value of inventory transferred to the subsidiaries as non-monetary contribution during 2010 is mentioned in Note 28. The net book value of inventory transferred as part of the Company during 2010 is mentioned in Note 28. At 31 December 2009 Cost CZK’000 Allowance for diminution in value CZK’000 Net book value CZK’000 Material Spare parts – aircraft Other 454,887 15,873 (151,580) 303,307 15,873 Total material 470,760 (151,580) 319,180 Goods 57,114 (846) 56,268 Work in progress 1,952 1,952 Advances paid for inventory 1,934 1,934 Total 2010 | 71 531,760 (152,426) 379,334 Closing balance as at 31 December NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report 9.RECEIVABLES Short-Term Receivables Long-Term Receivables Long-term receivables 2010 | 72 31 December 2010 CZK’000 31 December 2009 CZK’000 136 539 255 926 Long-term receivables represent mainly prepayments, of which CZK 113,669 thousand as at 31 December 2010 (as at 31 December 2009: CZK 109,226 thousand) represents prepayments for operating leases of aircraft. Long-term prepayments maturing in more than five years represent the amount of CZK 32,993 thousand as at 31 December 2010 (as at 31 December 2009: CZK 25,956 thousand). These prepayments will be repaid to the Company if the Company fulfils the conditions defined by the contract at the expiration of the operating leases. The long-term prepayments further relate to the prepayments provided by the Company’s representations and also to the Customs Office as at 31 December 2009. The long-term receivables further include a deferred tax asset of CZK 115,497 thousand as at 31 December 2009. As at 31 December 2010 the deferred tax asset was not recognized (Note 17). The net book value of long-term receivables transferred to the subsidiaries as nonmonetary contribution during 2010 is mentioned in Note 28. Trade receivables – current – overdue Allowance for doubtful receivables Net trade receivables Other receivables Net other receivables – current 31 December 2010 CZK’000 31 December 2009 CZK’000 1,042,998 240,061 1,461,183 383,837 1,283,059 1,845,020 (17,781) (265,381) 1,265,278 1,579,639 87,546 189,360 87,546 189,360 The Company’s receivables principally include receivables from other airlines for provided services, passengers and goods transport, and receivables from sold traffic documents. Overdue trade receivables primarily include amounts due from companies suspended from the IATA Clearing House or companies in bankruptcy. Trade receivables overdue more than 180 days amounted to CZK 13,282 thousand as at 31 December 2010 (as at 31 December 2009: CZK 42,785 thousand). Outstanding trade receivables are not secured. The payment of receivables settled through the IATA Clearing House is secured. The receivables controlling entity in the amount of CZK 33,266 thousand represents mainly receivables to Czech Airlines Technics, a.s. (formerly ClickforSky, a.s.) as at 31 December 2010. The receivable arose from the financial settlement agreement related to the non-monetary contribution. NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report Other short-term receivables mainly comprise the fair value of derivatives as follows (Note 15): Currency swaps Commodity collars Commodity swaps Currency forwards 31 December 2010 CZK’000 31 December 2009 CZK’000 73,572 2,368 436 119,997 41,445 10,818 75,940 172,696 The short-term prepayments principally include prepayments for telecommunication, reservation and check-in systems, refreshment and brokerage. The estimated receivables relate to provided services, not yet invoiced as at balance sheet date. It mainly includes provided overhauls of landing gears and estimations related to accounting of maintenance provision due to overhauls of leased aircraft and engines, which the Company paid to a third party. The net book value of short-term receivables transferred to the subsidiaries as nonmonetary contribution during 2010 is mentioned in Note 28. The net book value of short-term receivables transferred as part of the Company during 2010 is mentioned in Note 28. 2010 | 73 The change in the allowance for doubtful receivables may be analysed as follows: 2010 CZK’000 2009 CZK’000 Opening balance as at 1 January 265,381 31,414 Increase of allowance Contribution to subsidiaries Decrease of allowance Decrease of allowance – writtenoff receivables 56,735 (277,201) (9,160) 248,083 (17,974) (10,323) 17,781 265,381 Closing balance as at 31 December (3,793) The creation of the allowance relating to receivables in 2009 primarily relates to the lease of aircraft with the crew for a customer who did not fulfil the contracted obligations. The Company revalued the allowance to receivables denominated in foreign currencies at the balance sheet date. The revaluation is recognized in the profit and loss account as a change in allowances and provisions relating to operating activities. Receivables from related parties are disclosed in Note 26. NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report 2010 | 74 10.OTHER ASSETS The principal shareholders exceeding 20% of the share capital are as follows: As at the balance sheet date, deferred expenses primarily represent finance lease payments for Airbus A319/A320 aircraft, aircraft and other property operating lease payments. Ministry of Finance of the Czech Republic Other shareholders As at the balance sheet date, accrued income largely includes air coupons of other airlines when the flights were realized by the Company, for which the income will occur in the following period. The net book value of other assets transferred to the subsidiaries as non-monetary contribution during 2010 is mentioned in Note 28. The net book value of other assets transferred as part of the Company during 2010 is mentioned in Note 28. 11.EQUITY Authorized and Issued Share Capital Ordinary shares in nominal value CZK 5 thousand each, fully paid No. 31 December 2010 CZK’000 No. 31 December 2009 CZK’000 1,047,102 5,235,510 547,102 2,735,510 As of 3 May 2010, the Government of the Czech Republic approved the capitalization of the state receivable related to the loan provided by OSINEK, a.s. “in liquidation” (Note 13). Based on the decision of the extraordinary general meeting held on 20 May 2010, the share capital of the Company was increased by the monetary contribution with subscription of 500 thousand pieces of new ordinary shares with a nominal value of CZK 5 thousand per share by the Ministry of Finance of the Czech Republic. At the same time, the offsetting agreement was signed to offset the receivable from the Ministry of Finance of the Czech Republic relating to the loan provided by OSINEK, a.s. “in liquidation” and receivable of the Company for payment of the new shares’ issue price. By this agreement, CZK 2,500,000 thousand was transferred from liabilities to equity. The change was recorded in the Commercial Register on 19 July 2010. 31 December 2010 – % 31 December 2009 – % 95,69 91,75 4,31 8,25 100 100 The statutory reserve fund may not be distributed to shareholders, but may be used to offset accumulated losses. The Company is required by its Statute and the Commercial Code to transfer 5% of its annual net profits to the statutory reserve fund until the balance of this reserve reaches 20% of the issued share capital. Based on the decisions of the general meeting held on 28 June 2010, the loss in the amount of CZK 3,756,125 thousand for 2009 was transferred to Accumulated losses brought forward. Revaluation of Assets and Liabilities The Company records the fair value remeasurement of assets in equity as follows: Commodity derivatives – swaps Currency derivatives – forwards Currency derivatives – forwards (hedging aircraft) Deferred tax asset / (liability) Other 31 December 2010 CZK’000 73,572 1,003 31 December 2009 CZK’000 (9,676) (135,576) (414,702) (462,629) (340,127) 115,497 4 (492,380) Revaluation of assets and liabilities includes: ▶ replaced commodity derivatives with a negative impact on revaluation in the amount of CZK 0 thousand as at 31 December 2010 (as at 31 December 2009: CZK 13,738 thousand); the derivatives will be recognized in the profit and loss account as an expense in the periods during which the hedged item affects the profit and loss account (fuel expenses); and ▶ currency derivatives with a negative impact on revaluation in the amount of CZK 414,702 thousand as at 31 December 2010 (as at 31 December 2009: CZK 462,629 thousand), which were already settled and the loss is accrued to finance lease expenses over the duration of the finance lease of aircraft. NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report 2010 | 75 12. PROVISIONS Fixed assets repairs CZK’000 Personal costs CZK’000 Frequent Flyer Programme CZK’000 Provision for income tax CZK’000 Closing balance as at 1 January 2009 1,598,102 261,914 94,696 25,000 Charge for the year Released in the year Used in the year 347,442 (120,446) (528,047) 422,852 (260,740) (79,664) 320,085 (15,236) (17,462) (25,000) Closing balance as at 31 December 2009 1,297,051 344,362 233,410 (28,199) 381,527 Charge for the year Contribution to subsidiaries Released in the year Used in the year (121,508) (192,932) 109,760 (24,846) (120,975) (206,701) Closing balance as at 31 December 2010 1,216,021 101,600 For an analysis of the current and deferred income tax, see Note 17. The provision for repairs of tangible fixed assets includes provisions relating to planned checks of aircraft and engines and overhauls of engines and landing gears. Part of these provisions is recognized as tax-deductible in accordance with the Act on Provisions 593/1992 Coll. in the amount of CZK 127,326 thousand as at 31 December 2010 (as at 31 December 2009: CZK 198,792 thousand). In accordance with the Act on Provisions 593/1992 Coll., the Company creates tax-deductible provisions only for repairs of tangible assets owned by the Company. According to the amendment of this Act, the Company does not create any new taxdeductible provisions for repairs of tangible assets. The accounting value of provisions transferred to the subsidiaries as non-monetary contribution during 2010 is mentioned in Note 28. Remuneration of the Management team, which resigned in October 2009, also included the “OK Bonus”. A provision was recognized for the estimated amount Other CZK’000 Total CZK’000 1,979,712 51,064 1,141,443 (421,422) (625,173) 382,083 51,064 2,074,560 27,643 26,114 396,927 (24,846) (242,483) (427,832) 77,178 1,776,326 of the OK Bonus in the relevant reporting period. Following the finalization of the financial statements under International Financial Reporting Standards, as adopted by the EU for the year ended 31 December 2009, the final amount of the OK Bonus was determined by an independent advisory firm for the entire 2006–2009 period. Based on the calculation, the provision was released in the amount of CZK 112,282 thousand during 2010. As of 31 December 2009, the provision recognized in accounting records remained the same as at 31 December 2008 (i.e. in the amount of CZK 120 million). The amount of the OK Bonus was not possible to estimate with reasonable certainty as of the date of 2009 financial statements completion due to an uncertainty related to the interpretation of the mechanism of the calculation, which is prepared by an independent advisory firm, although the Company’s Management performed a detailed analysis of the OK Bonus amount calculation. The other provisions represent a provision for prematurely terminated lease and other contracts, a provision for the loss from the sale of the aircraft B737 and a provision for legal disputes. NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report 13.LIABILITIES Long-Term Payables Long term prepayments received Interest rate swaps Other payables 31 December 2010 CZK’000 31 December 2009 CZK’000 1,139 53,996 333 55,468 1,319 58,051 73 59,443 2010 | 76 As of 31 December 2009, the other liabilities also contain a non-banking loan in the amount of CZK 2,500,000 thousand provided by the Ministry of Trade and Industry of the Czech Republic. The loan was provided by OSINEK, a.s. “in liquidation” during 2009 and was due for repayment in November 2010. According to the agreement dated 29 September 2009, the loan was transferred from OSINEK, a.s. “in liquidation” to the Ministry of Trade and Industry of the Czech Republic. As at 14 May 2010, the right to manage the receivable transferred to the Ministry of Finance of the Czech Republic (Note 11). The loan carried a variable interest rate based on PRIBOR. In 2010, the interest rate fluctuated between 4.43% and 4.54% p.a. (in 2009: 4.90% and 5.52% p.a.). Short-Term Payables Trade payables Other payables Estimated payables – current – overdue – current 31 December 2010 CZK’000 31 December 2009 CZK’000 1,230,417 1,230,417 1,385,374 3 1,385,377 99,249 1,144,384 2,725,371 1,789,840 The Government instructed the Ministry of Finance, in cooperation with the Chairman of the Office for Protection and Competition, to ensure the notification of the Restructuring Plan to the European Commission, which is undertaking a review relating to the loan provided by OSINEK, a.s. “in liquidation”. Other short-term payables also comprise of the fair value of derivatives as follows (Note 15): Trade and other payables have not been secured by the Company’s assets. Short-term trade payables overdue comprise of liabilities under complaint procedures. Payables overdue more than 180 days amounted to CZK 0 as at 31 December 2010 and 2009. 31 December 2010 CZK’000 31 December 2009 CZK’000 1,364 1,166 146,395 37,383 1,364 184,944 Currency swaps Currency forwards Commodity swaps As at 31 December 2010, the Company records liabilities for social security and health insurance amounting to CZK 41,838 thousand (as at 31 December 2009: CZK 63,317 thousand). The recorded payables are not overdue. Estimated payables represent the volume of services provided to the Company in terms of aircraft operation (e.g. aviation fuel, handling, landing, navigation), not yet invoiced as at the balance sheet date. The Company has no tax arrears to the relevant tax authority. Short-term liabilities transferred to the subsidiaries as non-monetary contribution during 2010 are mentioned in Note 28. Short term liabilities transferred as part of the Company during 2010 are mentioned in Note 28. The other payables contain an amount of CZK 50,648 thousand as at 31 December 2010, which represents the Company’s liability resulting from the settlement agreement with the subsidiary HOLIDAYS Czech Airlines, a.s. (Note 6). Payables to related parties are disclosed in Note 26. NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report 2010 | 77 14.LOANS AND OTHER BORROWINGS 31 December 2010 CZK’000 31 December 2009 CZK’000 Short-term bank loans due within 1 year Part of long-term loans due within 1 year Total loans due within 1 year 40,851 53,700 40,851 186,052 Part of long-term loans due between 1–5 years Total bank loans and overdrafts 27,234 68,085 68,085 254,137 132,352 Short-Term Bank Loans Purpose Operating loan Currency Balance at 31 December 2010 in currencies ’000 Balance at 31 December 2010 CZK’000 EUR Balance at 31 December 2009 in currencies ’000 Balance at 31 December 2009 CZK’000 5,001 132,352 132,352 Total Interest rates relating to bank loans are variable on the basis of PRIBOR. The level of interest rates relating to short-term bank loans fluctuated between 3.12% and 4.15% p.a. in 2010 (2009: between 0.90% and 5.54% p.a.). Long-Term Bank Loans Purpose Financing of B737 aircraft Medium-term operating loan Currency USD CZK Total Interest rates relating to bank loans are variable on the basis of PRIBOR or LIBOR. The level of interest rates fluctuated between 4.25% and 4.56% p.a. in 2010 (2009: between 3.46% and 5.11% p.a.). Balance at 31 December 2010 in currencies ’000 Balance at 31 December 2010 CZK’000 Balance at 31 December 2009 in currencies ’000 Balance at 31 December 2009 CZK’000 68,085 68,085 700 108,936 12,849 108,936 68,085 121,785 NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report Schedule of Repayments of Bank Loans (CZK thousand): Purpose Medium-term operating loan Currency 2011 2012 Total CZK 40,851 27,234 68,085 Security of Long-term Bank Loans: Purpose Financing of B737 aircraft Medium-term operating loan Form of collateral promissory notes Full Flight Simulator Boeing B737 and MFTD A320 Simulator (Note 5) 2010 | 78 NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report 2010 | 79 15.DERIVATIVE FINANCIAL INSTRUMENTS The fair value of commodity and financial derivatives is presented in “Other receivables” if positive, or in “Other payables” if negative. The derivatives can be analysed as follows: 31 December 2010 Fair value Positive CZK’000 Negative CZK’000 Nominal amount CZK’000 31 December 2009 Fair value Nominal amount CZK’000 Positive CZK’000 Negative CZK’000 436 58,051 1,166 961,316 582,931 Trading derivatives Interest rate swaps Currency swaps 53,996 781,071 53,996 781,071 436 59,217 1,544,247 1,364 150,360 146,395 433,978 10,818 119,997 41,445 37,383 2,094,619 1,821,876 750,564 Cash flow hedges Currency forwards Commodity collar Commodity swaps Total derivatives 2,368 73,572 75,940 1,364 584,338 172,260 183,778 4,667,059 75,940 55,360 1,365,409 172,696 242,995 6,211,306 The Company is exposed to fluctuations in fuel prices, interest rates and foreign exchange rates. In recognition of this fact, it is the Company’s policy to (i) balance any such risks internally as far as possible, (ii) control net positions in a way to produce the optimum effect on net income and (iii) hedge open positions wherever it is deemed necessary. The Company identifies particular future cash flows for which a hedging derivative instrument is arranged / concluded. While the Company designates all derivatives for the purpose of the economic hedge, the Company has certain derivative transactions, which provide effective economic hedges under the Company’s risk Management strategy, but hedge accounting is not applied to them. These are largely short-term derivative transactions, and the application of hedge accounting would not have a significant impact on the financial statements while resulting in a significant administrative burden for the Company or some of the hedge accounting criteria are not met (for example, effectiveness). These derivatives are therefore presented as trading derivatives in the table above. Fair value changes of the trading derivatives are recognized in the profit and loss account. Fair value changes of the above-described cash flow hedging instruments are recognized in the “Gains or losses from the revaluation of assets and liabilities” within equity until the hedged items affect the profit and loss account. The “Gains or losses from the revaluation of assets and liabilities” in equity only includes the intrinsic value of currency options that hedge cash flows. NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 16.OTHER LIABILITIES Deferred income includes amounts received from sold traffic documents that were not yet realized as at the balance sheet date, i.e. were not yet flown on. Within the delivery of twelve Airbus A320/A319 aircraft, the Company acquired certain fixed assets as part of delivery in 2010 and 2009. These fixed assets are capitalized as part of tangible fixed assets upon the delivery and depreciated in accordance with the depreciation plan. The total capitalized amount is amortized through the deferred income account over the period of the finance lease to the profit and loss account as an item decreasing the finance lease expenses. The accounting value of other liabilities transferred to the subsidiaries as nonmonetary contribution during 2010 is mentioned in Note 28. The accounting value of other liabilities transferred as part of the Company during 2010 is mentioned in Note 28. annual report 2010 | 80 NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report 2010 | 81 17.TAXATION During the 2010 tax period, the Company did not expect income tax payable. During 2009, the income tax was zero. In 2009, the provision for income tax in the amount of CZK 25,000 thousand was released after the determination of the actual tax payable for 2008. The deferred tax asset/(liability) is calculated at the 19% rate (2009: 19%). The deferred tax asset/(liability) can be analysed as follows: Deferred tax liability: Hedging derivative instruments – short-term Equity CZK’000 31 December 2010 Profit and loss account CZK’000 Equity CZK’000 31 December 2009 Profit and loss account CZK’000 (14,429) Deferred tax asset: Difference between tax and accounting net book values of fixed assets Allowances Provisions Hedging derivative instruments – short-term Hedging derivative instruments – long-term Tax losses Net deferred tax asset / (liability) Recognized deferred tax assets / (liability) A deferred tax asset of CZK 115,497 thousand as at 31 December 2009 relating to items recorded directly to equity was recorded to equity (Note 11). In 2010, the deferred tax asset in the amount of CZK 115,497 thousand was derecognized. The total deferred tax asset in the amount of CZK 892,174 thousand was not recognized as the Company does not have reasonable certainty that the amount will be recoverable in following periods. The accounting value of deferred tax transferred to the subsidiaries as non-monetary contribution during 2010 is mentioned in Note 28. (14,429) 57,712 12,199 313,310 259 78,794 42,621 135,109 356,396 27,597 87,900 444,329 79,053 827,550 115,497 534,126 64,624 827,550 115,497 534,126 115,497 NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report 18.REVENUE ANALYSIS 19.COST OF MATERIALS, ENERGY AND SERVICES Revenue from ordinary activities has been generated as follows: 2010 CZK’000 2009 CZK’000 Sales of goods 46,622 573,430 Goods 46,622 573,430 11,024,110 137,147 12,354,819 179,689 Regular transportation – international – domestic Charter services – international Other services – foreign countries Security and fuel fee Service fee Operational handling fee and airport taxes Maintenance provision release Settlement of unused traffic documents Services 2010 | 82 1,300,298 2,386,610 831,037 1,331,067 1,913,959 84,869 2,055,235 104,268 485,382 492,659 396,329 301,648 367,315 549,112 16,540,446 19,755,107 The Company’s revenues were generated by conducting business with a number of clients in 2010 and 2009. The major clients are as follows: ▶ airlines that have contracts with the Company for mutual provision of transport services, optionally bilateral contractual arrangements of non-transportation services (e.g. aircraft repairs, handling); ▶ travel agencies and individuals that buy transport services; and ▶ other buyers – non-airlines that buy non-transportation services. Consumed materials Energy Repairs and maintenance Travel expenses Services related to transport Distribution, selling and check-in services Noise, navigation, landing, parking fees Ground handling services Services for passengers (refreshment, etc.) Finance leases Operating leases of aircraft including maintenance provision Other services 2010 CZK’000 2009 CZK’000 3,913,514 84,382 1,453,972 222,778 761,564 5,738,081 97,895 1,364,631 325,526 1,118,392 708,765 764,431 2,180,298 2,488,130 1,400,832 1,067,170 631,766 752,406 1,308,070 1,325,881 1,154,332 1,295,927 1,206,007 1,459,048 15,026,280 17,797,518 The item “Other services” includes temporary allocation of employees, rent of residential and non-residential premises, telecommunication and marketing services, legal and consultancy services. NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report 20. EMPLOYEE ANALYSIS Employee numbers 2010 2009 Average number of members of the Management Average number of staff 15 24 2,634 4,425 2,649 4,449 The Management of the Company includes Top Management (level B) and Management (level B-1). Number of employees who were transferred to the subsidiaries in relation to nonmonetary contribution during 2010 is mentioned in Note 28. 2010 Wages and salaries Social security costs Other social costs Management CZK’000 Other staff CZK’000 Total CZK’000 41,526 9,824 375 2,106,929 616,073 54 422 2,148,455 625,897 54,797 51,725 2,777,424 2,829,149 118,590 11,212 1,704 3,516,367 863,132 129,785 3,634,957 874,344 131,489 131,506 4,509,284 4,640,790 2009 Wages and salaries Social security costs Other social costs Total staff costs are reported without remuneration granted to members of statutory authorities and staff costs in abroad. Staff costs abroad include personnel expenses of local staff and representatives at business representations of the Company in foreign countries. They are reported separately in the profit and loss account. 2010 | 83 NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report 2010 | 84 Remunerations granted to members of statutory authorities and Company’s Management are stated as follows: 2010 Remuneration Personal cars/other movable and immovable assets available for personal usage (the amount increases the tax base of employees) Other benefits (responsibility of statutory authorities insurance) Board of Directors CZK’000 Supervisory Board CZK’000 600 1,455 308 Other Management CZK’000 2,055 657 204 245 1,540 4,277 Total CZK’000 965 449 2009 Remuneration Personal cars/other movable and immovable assets available for personal usage (the amount increases the tax base of employees) Other benefits (responsibility of statutory authorities insurance) 527 485 21.OTHER OPERATING INCOME Subsistence allowance Income from advertisement Income from re-invoicing Income from sold and written-off receivables Income from intermediary activities Income from slot exchange Income from licence fees Settlement of shortages and losses Government grants and public support Other 2010 CZK’000 1,916 17,399 42,236 208 3,233 486,162 18,752 8,758 40,691 35,189 2009 CZK’000 3,088 14,118 21,205 425 4,215 654,544 158,148 46,022 29,309 39,766 The item “Other” includes income from personal transport provided on the other airlines’ traffic documents, insurance indemnification for damage relating to landing gear overhaul and income from invoicing for undesirable passengers. In 2010, the Company exchanged the landing and take-off slots at the London Heathrow destination. The income in the amount of CZK 486,162 thousand was realized. 5,817 1,083 1,610 485 NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report 22. OTHER OPERATING EXPENSES Fines and penalties Write-offs of receivables Insurance Denied boarding compensation Wages and salaries settlement (e.g. termination benefits, injury compensation) Compensations to passengers (e.g. hotel accommodation, refreshment and phones in the case of flight cancellation, rebooking etc.) Marketing expenses Shortages and damages Other 24. OTHER FINANCIAL EXPENSES 2010 CZK’000 2009 CZK’000 68,415 27,612 88,498 27,436 121,226 11,698 98,712 21,645 1,304 1,934 39,063 31,538 5,230 10,773 27,487 11,558 15,510 54,500 295,818 368,321 In 2010, allowances amounting to CZK 17,974 thousand were released with respect to the written-off receivables (2009: CZK 10,323 thousand) (Note 9). The total impact on the profit and loss account amounted to a loss of CZK 9,638 thousand in 2010 (2009: CZK 1,375 thousand loss). In 2010, the item “Other” contains the brokerage from the sale of aircraft and other non-taxable expenses. In 2009, the item “Other” represents the disposal of rotables in the amount of CZK 18,701 thousand. 23. OTHER FINANCIAL INCOME Foreign exchange rate gains Income from derivative financial instruments Other 2010 | 85 2010 CZK’000 2009 CZK’000 555,974 220,105 987,153 1,115,398 121 776,079 2,102,672 Foreign exchange rate losses Expenses from derivative financial instruments Bank charges for transaction payments made by credit cards Other 2010 CZK’000 2009 CZK’000 648,271 269,162 1,116,431 941,057 91,872 101,913 16,956 1,026,261 22,772 2,182,173 25. EXTRAORDINARY INCOME AND EXPENSES Extraordinary income and expenses relate to the sale of part of the Company’s business – Duty Free. The income from the sale was in the amount of CZK 767,195 thousand and the carrying amount of assets and liabilities of the sold part was CZK 59,177 thousand (Note 28). 26. RELATED PARTY TRANSACTIONS The Company was involved in the following related party transactions: Revenue Subsidiaries AMADEUS MARKETING CSA, s.r.o. HOLIDAYS Czech Airlines, a.s. CSA Services, s.r.o. Czech Airlines Handling, s.r.o. (formerly ČSA Support s.r.o.) SLOVAK AIR SERVICES, s.r.o. Czech Airlines Technics, a.s. (formerly ClickforSky, a.s.) Other related companies Letiště Prague, a.s. (formerly Správa Letiště Prague, s.p.) ČEZ, a.s. 2010 CZK’000 2009 CZK’000 31 959,955 20,057 49 1,115 14,049 83,492 7,758 337 178 70,632 3,192 1,088,913 612,794 102 2,223,519 639,135 Revenue received from ČEZ, a.s. represents the interest income from the promissory notes issued by ČEZ, a.s. (Note 7). NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report Expenses Subsidiaries AMADEUS MARKETING CSA, s.r.o. HOLIDAYS Czech Airlines, a.s. CSA Services, s.r.o. Czech Airlines Handling, s.r.o. (formerly ČSA Support s.r.o.) SLOVAK AIR SERVICES, s.r.o. Czech Airlines Technics, a.s. (formerly ClickforSky, a.s.) Other related companies Letiště Prague, a.s. (formerly Správa Letiště Prague, s.p.) 2010 CZK’000 2009 CZK’000 79,759 123,693 47 32,933 135,620 624,002 113,622 5,773 6,164 476,407 23,434 1,650,596 264,821 2,960,230 576,641 The following related party balances were outstanding at: Receivables Subsidiaries HOLIDAYS Czech Airlines, a.s. CSA Services, s.r.o. Czech Airlines Handling, s.r.o. (formerly ČSA Support s.r.o.) SLOVAK AIR SERVICES, s.r.o. Czech Airlines Technics, a.s. (formerly ClickforSky, a.s.) Other related companies Letiště Prague, a.s. (formerly Správa Letiště Prague, s.p.) 31 December 2010 CZK’000 31 December 2009 CZK’000 125,468 6,302 439 5,780 41,538 1,002 653 395 47,139 612 5,879 114,352 226,979 122,580 Payables Subsidiaries HOLIDAYS Czech Airlines, a.s. CSA Services, s.r.o. Czech Airlines Handling, s.r.o. (formerly ČSA Support s.r.o.) SLOVAK AIR SERVICES, s.r.o. Czech Airlines Technics, a.s. (formerly ClickforSky, a.s.) Other related companies Letiště Prague, a.s. (formerly Správa Letiště Prague, s.p.) 2010 | 86 31 December 2010 CZK’000 31 December 2009 CZK’000 84,790 3,554 2,390 13,368 93,932 11,450 1,798 1,947 60,875 3,119 322,081 423,776 567,030 456,050 The following related party balances of provided and received loans were outstanding at: Received loans – short-term Ministry of Trade and Industry of the Czech Republic (Note 13) 31 December 2010 CZK’000 31 December 2009 CZK’000 2,500,000 In 2010, the Company further provided loans to the subsidiaries, which were fully repaid at year end. The loan carries a variable interest rate based on PRIBOR and the interest rate fluctuated between 3.83% and 4.22% p.a. In 2010, the interest income from those loans was in the amount of CZK 3,998 thousand. As of 30 September 2010, the Company signed the loan agreement with Czech Airlines Technics, a.s. (formerly ClickforSky, a.s.) for payment of the rotables purchase price with a total maximum amount of CZK 500,000 thousand. During 2010, the amount drawn was CZK 412,142 thousand. The receivable of the Company was settled by offsetting with the receivable of Czech Airlines Technics, a.s. for subscribed shares (Note 6). Trade receivables from and payables to related parties, including provided and received loans, originated under arm’s length conditions. NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 Company cars are available to members of the Management and to members of the Board of Directors (Note 20). Total remuneration for the members of the Board of Directors and the members of the Supervisory Board is disclosed in Note 20. Besides the above-stated remuneration and benefits, there were no other considerations provided to the Company’s shareholders, members of the Company’s boards and the Management in 2010 and 2009. In 2009, land in the “North” area at the Prague – Ruzyně airport was purchased from Letiště Prague, a.s. (Note 5). Správa Letiště Prague, s.p. has been transformed into Letiště Prague, a.s. This entity, as well České aerolinie a.s., is owned by the Czech state. The sale of property to Letiště Prague, a.s. during 2010 is disclosed in Note 5. annual report 2010 | 87 NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report 2010 | 88 27. COMMITMENTS The Company has the following future commitments with respect to operating leases of 18 aircraft as at 31 December 2010 (as at 31 December 2009: 22 aircraft): Total amounts paid at 31 December 2009 Total amounts paid at 31 December 2010 Outstanding amounts payable within one year Amounts payable after more than one year 32,857 165,093 68,456 19,922 69,594 41,972 26,851 85,366 50,525 5,313 16,242 8,554 693 63,485 9,377 USD ’000 266,406 131,488 162,742 30,109 73,555 CZK ’000 4,995,379 2,465,531 3,051,575 564,574 1,379,230 Aircraft Currency Boeing B737 Airbus A310/A320/A321/A319 ATR 42 USD ’000 USD ’000 USD ’000 Total Total * Total lease payments * The conversion from USD to CZK was carried out using the rate of the Czech National Bank as at 31 December 2010. Except for the future commitments with respect to operating leases, the Company has the following future commitments with respect to non-residential premises: Rent Currency Non-residential premises Non-residential premises** EUR ’000 CZK ’000 CZK ’000 Total * Total amounts paid at 31 December 2009 Total amounts paid at 31 December 2010 Outstanding amounts payable within one year Amounts payable after more than one year 3,702 3,009,479 397 214,837 1,160 339,291 726 123,207 1,816 2,546,981 3,102,251 224,786 368,361 141,400 2,592,490 Total lease payments * The conversion from EUR to CZK was carried out using the rate of the Czech National Bank as at 31 December 2010. ** Non-residential premises – amounts payable after more than one year include the rent of real estate with the contractual rental period of 20 to 30 years. The Company will purchase eight Airbus A319 aircraft in 2011–2014, in the total official list price value of USD 586,786 thousand as at the delivery date. The actual price will be set in accordance with the contract signed in 2005. The Company has no other undisclosed significant commitments. NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 annual report 2010 | 89 28. NON-MONETARY CONTRIBUTION AND SALE OF PART OF THE Company Non-monetary contribution The Company contributed the following assets and liabilities to subsidiaries: Subsidiary Date of contribution Czech Airlines Handling, s.r.o. (formerly ČSA Support, s.r.o.) HOLIDAYS Czech Airlines, a.s. Czech Airlines Technics, a.s. (formerly ClickforSky, a.s.) 1 January 2010 1 June 2010 1 August 2010 CZK ’000 Assets Intangible fixed assets – net book value Tangible fixed assets – net book value Inventories – net book value Deferred tax asset Short-term trade receivables – net Short-term prepayments made Other receivables Cash related to customers’ prepayments Deferred expenses Liabilities Provisions Short-term trade liabilities Payables to employees Short-term prepayments received Estimated payables Other payables Deferred income Net book value of transferred assets 1,606 121,480 12,408 695 35,191 504 557 55,403 67,022 262,387 127,473 512 50,648 15,939 45 460 803 172,441 1,561 18,987 19,426 3,604 814 178,633 8,342 333 3,838 2,983 402,059 23,285 11,505 24,187 1,367 131,842 238 44,392 147,338 60,582 128,049 31,295 341,477 NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 Subsidiary Date of transfer Number of transferred employees annual report Czech Airlines Handling, s.r.o. (formerly ČSA Support, s.r.o.) HOLIDAYS Czech Airlines, a.s. Czech Airlines Technics, a.s. (formerly ClickforSky, a.s.) 1 January 2010 1 June 2010 1 August 2010 971 14 840 The Sale of Part of the Company The carrying amount of assets and liabilities related to part of the Company – Duty Free in the balance sheet of the Company as of 9 February 2010 (date of sale) are described below. The profit for the year 2010 untill the date of sale was in the amount of CZK 4,996 thousand. The part of the Company – Duty Free was sold for CZK 767,195 thousand (Note 25). Allocated balances in the balance sheet of the Company as at 9 February 2010 CZK ’000 Assets Buildings Individual movable assets and sets of movable assets Goods Trade receivables Short-term prepayments made Other receivables Deferred expenses Liabilities Trade payables Payables to employees Estimated payables Accrued expenses 7,588 4,893 50,985 2,959 2,739 217 1,165 70,546 1,395 1,463 1,632 6,461 10,951 Number of transferred employees of Duty Free was 79. 2010 | 90 NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 29. CONTINGENT ASSETS AND LIABILITIES In 2008, the Company concluded an agreement on future contracts for establishing the easement relating to the land in the Ruzyně airport area in the total amount of CZK 149,630 thousand. The conclusion of the contracts for the establishment of the easement and also the settlement of the purchase price are linked to the fulfilment of legal acts in the future (for example, a legally valid building permit). Contingent liabilities are incurred by the Company from the activities disclosed in Notes 5 and 27 and from the Company’s impact on the environment. The Company applies an environmental policy under which the impacts of its activities on the environment are monitored specifically in the following areas: ▶ treatment of solid and liquid waste; ▶ air pollution; and ▶ noise from airline activities. The Company is a defendant in several legal disputes. The Company’s Management believes that the outcome of these suits will not have a material effect. The Company has a provision for some legal disputes (Note 12). The Company is additionally dealing with certain of its receivables from bankrupt debtors through the court system. There are guarantees drawn in favour of the Company especially to secure cash received from sales of traffic documents by agencies and to secure future repairs connected with delivered construction contracts. The Company further issued bank guarantees to secure customs liabilities and other parties related to the operating activities of the Company. The Company guarantees the liabilities of its subsidiaries in the amount of CZK 8,000 thousand (2009: CZK 3,000 thousand and EUR 200 thousand). The Company has insured its assets including aircraft and liability for damage. The Company is not aware of any breaches of applicable standards that may trigger significant sanctions or any other charges. annual report 2010 | 91 The Company’s Management is not aware of any other significant unrecorded contingent liabilities as at 31 December 2010 and 2009. 30. CASH FLOW STATEMENT The Company has prepared the cash flow statement using the indirect method. Cash equivalents represent short-term liquid investments, which are readily convertible for a known amount of cash, i.e. all short-term financial assets. Cash flows from operating, investment and financial activities presented in the cash flow statement are not offset. 31. SUBSEQUENT EVENTS As of 19 January 2011, the Government Resolution decided to privatize part of assets of the Company Správa Letiště Prague, s.p. by contribution to Český Aeroholding, a.s. The Company was established as of 11 March 2011. As of 1 January 2011, the Company transferred the activities and employees of the Customs Department and the Waste and Water Management Department to its subsidiary Czech Airlines Technics, a.s. As of 1 January 2011, the Company transferred a part of activities and employees of the Revenue Accounting Department to its subsidiary CSA Services, s.r.o. As of 1 January 2011, IT employees were transferred to Letiště Prague, a.s. In January 2011, the Company sold the B737 aircraft. The revenues were in amount of CZK 128,026 thousand and resulted in a carrying amount of CZK 110,059 thousand. As of 15 February 2011, the Commercial Register deleted Mr. Tomáš Uvíra, a member of the Company’s Supervisory Board, whose membership in the Supervisory Board ended as of 31 January 2011. As of 15 February 2011, the Company’s Board of Directors decided to transfer the landing gears division to the Czech Airlines Landing Gears, s.r.o. subsidiary, which NOTES TO THE FINANCIAL STATEMENTS For the Year Ended 31 December 2010 was established by the decision of the Board of Directors on 11 April 2011. As of 1 April 2011, the structure of the Company’s Supervisory Board was changed. Mr. Michal Mejstřík remains as the Chairman of the Supervisory Board, Mr. Petr Matoušek became the Vice-Chairman of the Supervisory Board, and Mr. Josef Maurer became a member of the Supervisory Board. Mr. Tomáš Brabec and Mr. Radomil Kratochvíl were recalled from the position of members of the Supervisory Board. Mr. Miroslav Dvořák, Chairman and Mr. Josef Adam, member, were recalled from the Board of Directors. As of 11 April 2011 the structure of the Company’s Board of Directors was changed. Mr. Philippe Moreels became the Chairman, Mr. Marek Týbl became the ViceChairman, and Mr. Jiří Marek remains as a member of the Board of Directors. These financial statements were prepared on 15 April 2011. Philippe M. Moreels Chairman of the Board of Directors Marek Týbl Vice-Chairman of the Board of Directors annual report 2010 | 92 CAS Consolidated financial statement of the group annual report 2010 | 93 CONSOLIDATED BALANCE SHEET full version – as of 31 December 2010 (in czk thousands) B. I. 3. 4. 6. 7. II. 1. 2. 3. 6. 7. 8. III. 1. 3. 5. C. I. 1. 2. 5. 6. II. 5. 8. III. 1. 6. 7. 8. 9. IV. 1. 2. 3. D. 1. 3. TOTAL ASSETS Fixed assets Intangible fixed assets Software Valuable rights Other intangible fixed assets Intangible fixed assets under construction Tangible fixed assets Land Structures Individual movable assets and sets of movable assets Other tangible fixed assets Tangible fixed assets under construction Prepayments for tangible fixed assets Non-current financial assets Equity investments in subsidiaries Other securities and investments Other non-current financial assets Current assets Inventories Material Work in progress and semifinished goods Goods Prepayments for inventory Long-term receivables Estimated receivables Deferred tax asset Short-term receivables Trade receivables State - tax receivables Other prepayments made Estimated receivables Other receivables Current financial assets Cash on hand Cash at bank Short-term securities and investments Other assets Deferred expenses Accrued income Gross 10,114,021 5,535,344 876,211 849,627 168 85 26,331 4,642,815 83,794 3,890,460 51,705 113,671 503,185 16,318 380 8,079 7,859 3,736,861 427,571 424,425 53 3,093 138,419 138,419 1,834,093 1,490,314 58,980 36,886 157,896 90,017 1,336,778 27,273 934,257 375,248 841,816 787,840 53,976 31 December 2010 Adjustment 3,432,549 2,958,137 535,942 535,773 168 1 2,422,195 55,599 2,304,280 26,573 35,743 474,412 167,867 167,867 25 25 306,520 306,520 Net 6,681,472 2,577,207 340,269 313,854 84 26,331 2,220,620 28,195 1,586,180 25,132 77,928 503,185 16,318 380 8,079 7,859 3,262,449 259,704 256,558 53 3,093 138,394 138,394 1,527,573 1,183,794 58,980 36,886 157,896 90,017 1,336,778 27,273 934,257 375,248 841,816 787,840 53,976 31 December 2009 Net 7,984,365 3,933,403 396,616 294,959 101,657 3,519,099 192,436 163,846 1,675,607 33,781 295,272 1,158,157 17,688 2,343 7,915 7,430 3,252,360 379,675 319,521 1,952 56,268 1,934 257,886 142,389 115,497 2,025,838 1,576,253 54,590 109,562 94,878 190,555 588,961 25,923 563,038 798,602 717,733 80,869 CAS Consolidated financial statement of the group A. I. 1. II. 2. 3. III. 1. IV. V. 1. B. I. 1. 3. 4. II. 5. 9. 10. III. 1. 5. 6. 7. 8. 10. 11. IV. 1. 2. C. 1. 2. TOTAL LIABILITIES & EQUITY Equity Share capital Share capital Capital funds Other capital funds Gains or losses from the revaluation of assets and liabilities Statutory funds Statutory reserve fund / Indivisible fund Retained earnings Accumulated profits brought forward Accumulated losses brought forward Profit or loss for the current period (+ -) Profit or loss for the current period (+ -) Liabilities Provisions Provisions under special legislation Income tax provision Other provisions Long-term liabilities Long-term prepayments received Other payables Deferred tax liability Short-term liabilities Trade payables Payables to employees Social security and health insurance payables State - tax payables and subsidies Short-term prepayments received Estimated payables Other payables Bank loans and borrowings Long-term bank loans Short-term bank loans Other liabilities Accrued expenses Deferred income annual report 31 December 2010 6,681,472 368,570 5,235,510 5,235,510 (340,226) (99) (340,127) 100,931 100,931 (4,696,007) (4,696,007) 68,362 68,362 4,606,906 1,806,073 127,326 3,885 1,674,862 56,453 1,139 54,329 985 2,676,295 1,130,484 196,392 76,691 36,667 30,659 1,160,469 44,933 68,085 27,234 40,851 1,705,996 7,071 1,698,925 31 December 2009 7,984,365 (2,333,845) 2,735,510 2,735,510 (492,479) (99) (492,380) 100,931 100,931 (927,285) 12,597 (939,882) (3,750,522) (3,750,522) 8,673,048 2,075,745 198,792 1,876,953 60,003 1,319 58,124 560 6,283,163 1,370,736 242,771 69,451 48,473 34,166 1,792,049 2,725,517 254,137 68,085 186,052 1,645,162 97,743 1,547,419 2010 | 94 CAS Consolidated financial statement of the group annual report 2010 | 95 CONSOLIDATED PROFIT and LOSS STATEMENT structured by the nature of expense method – Year ended 31 December 2010 (in CZK thousands) I. A. + II. 1. 2. 3. B. 1. 2. + C. 1. 2. 3. 4. 5. D. E. III. 1. 2. F. 1. 2. G. IV. H. * VI. J. VII. 1. X. N. XI. O. * Q. 1. 2. ** XIII. R. * ** *** Sales of goods Costs of goods sold Gross margin Production Sales of own products and services Change in internally produced inventory Own work capitalized Purchased consumables and services Consumed material and energy Services Added value Staff costs Payroll costs Remuneration to members of statutory bodies Social security and health insurance costs Social costs Staff costs in abroad Taxes and charges Depreciation of intangible and tangible fixed assets Sales of fixed assets and material Sales of fixed assets Sales of material Net book value of fixed assets and material sold Net book value of sold fixed assets Book value of sold material Change in allowances and provisions relating to operating activities and complex deferred expenses Other operating income Other operating expenses Operating profit or loss Proceeds from the sale of securities and investments Cost of securities and investments sold Income from non-current financial assets Income from subsidiaries and associates Interest income Interest expenses Other financial income Other financial expenses Financial profit or loss Income tax on ordinary activities - due - deferred Profit or loss from ordinary activities Extraordinary income Extraordinary expenses Extraordinary profit or loss Profit or loss for the current period (+/-) Profit or loss before tax Period to 31 December 2010 46,622 25,824 20,798 16,867,459 16,859,561 (1,898) 9,796 14,255,195 4,150,308 10,104,887 2,633,062 3,900,004 2,800,959 4,719 838,749 72,811 182,766 62,513 551,531 2,715,234 2,686,037 29,197 1,953,901 1,911,402 42,499 (441,538) 655,922 301,380 (323,573) 17,874 1,959 4,238 4,238 5,738 69,898 784,118 1,051,188 (311,077) 5,006 3,885 1,121 (639,656) 767,195 59,177 708,018 68,362 68,362 Period to 31 December 2009 573,430 338,995 234,435 19,842,131 19,807,618 (1,590) 36,103 17,597,617 5,847,225 11,750,392 2,478,949 5,117,141 3,811,941 6,134 931,249 136,938 230,879 11,559 460,125 909,700 888,644 21,056 509,217 506,564 2,653 612,036 159,354 371,100 (3,533,175) 3,900 3,900 6,369 79,190 2,103,906 2,183,215 (148,230) 69,117 -26,882 95,999 (3,750,522) (3,750,522) (3,750,522) CAS Consolidated financial statement of the group annual report 2010 | 96 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY – Year ended 31 December 2010 (in CZK thousands) Balance at 31 December 2008 Distribution of profit or loss Change in the valuation of securities and derivatives Change in the deferred tax Profit or loss for the current period Balance at 31 December 2009 Distribution of profit or loss Change in share capital Change in the valuation of securities and derivatives Change in the deferred tax Profit or loss for the current period Balance at 31 December 2010 Share capital Capital funds Statutory funds 2,735,510 (99) 77,428 23,503 Valuation differencies (1,794,774) Accumulated Profit or loss for losses brought the current period forward (1,386,436) 470,057 459,151 (470,057) 1,506,473 (99) 100,931 (492,380) (927,285) (3,750,522) (3,750,522) (3,750,522) 3,750,522 2,500,000 (204,079) (3,750,522) (2,333,845) 2,500,000 267,750 (18,200) 249,550 (115,497) 5,235,510 101,686 12,597 1,506,473 (204,079) 2,735,510 TOTAL EQUITY (99) 100,931 (340,127) (4,696,007) 68,362 68,362 (115,497) 68,362 368,570 CAS Consolidated financial statement of the group annual report 2010 | 97 CONSOLIDATED CASH FLOW STATEMENT – Year ended 31 December 2010 (in CZK thousands) P. Z. A.1. A.1.1. A.1.2. A.1.3. A.1.4. A.1.5. A.1.6. A.1.7. A.1.8. A.* A.2. A.2.1. A.2.2. A.2.3. A.2.4. A.** A.3. A.4. A.5. A.6. A.7. A.8. A.*** B.1. B.2. B.*** C.1. C.*** F. R. Cash and cash equivalents at the beginning of the accounting period Cash flows from ordinary activities Profit/(loss) from ordinary activities before tax Adjustments for non-cash transactions Depreciation of fixed assets Change in allowances and provisions Profit/(loss) on the sale of fixed assets Revenues from dividends and profit shares Interest expense and interest income Settlement of transportation documents disposed of Adjustments for other non-cash transactions Profit/(loss) on the sale of the part of business Net operating cash flow before changes in working capital Change in working capital Change in operating receivables and other assets Change in operating payables and other liabilities Change in inventories Change in current financial assets Net cash flow from operating activities before tax and extraordinary items Interest paid Interest received Income tax paid from ordinary operations Receipts and expenditures relating to extraordinary activities Received dividends and profit shares Derivatives paid Net operating cash flows Cash flows from investing activities Fixed assets expenditures Proceeds from fixed assets sold Net investment cash flows Cash flow from financial activities Change in payables from financing Net financial cash flows Net increase or decrease in cash and cash equivalents Closing balance of cash and cash equivalents Period to 31 December 2010 588,961 Period to 31 December 2009 542,672 73,368 (1,500,611) 551,531 (441,536) (790,550) (4,238) 64,160 (367,119) 195,159 (708,018) (1,427,243) (313,623) 193,287 (564,304) 57,394 (3,681,405) 24,919 460,125 612,036 (382,080) (3,900) 72,821 (549,112) (184,971) (1,740,866) (69,122) 5,738 (3,885) 767,195 4,238 (3,656,486) 756,921 735,493 (53,617) 74,540 505 (2,899,565) (80,258) 6,369 1,882 (1,036,702) 3,900 (61,664) (3,029,336) (450,210) 2,430,485 1,980,275 (488,221) 1,476,628 988,407 (195,756) (195,756) 747,817 1,336,778 2,087,218 2,087,218 46,289 588,961 Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 1. GENERAL INFORMATION České aerolinie a.s. (“Parent Company”), corporate ID 45795908, was registered in the Commercial Register by the Municipal Court in Prague, Section B, File 1662 on 1 August 1992. The Company’s registered office is located at Prague 6, Ruzyně Airport, Postal Code 160 08. The share capital of the Parent Company is CZK 5,235,510 thousand. The consolidated financial statements have been prepared as at and for the year ended 31 December 2010. The members of the Board of Directors of the Parent Company as at 31 December 2010 were as follows : Position Ing. Miroslav Dvořák Chairman Philippe M. Moreels Vice-Chairman Mgr. Josef AdamMember Mgr. Jiří MarekMember Ing. Marek TýblMember The members of the Supervisory Board of the Parent Company as at 31 December 2010 were as follows: Position Prof. Ing. Michal Mejstřík, CSc. Chairman Ing. Tomáš UvíraVice-Chairman JUDr. Radek Šmerda, Ph.D. Member Tomáš BrabecMember Ing. Radomil Kratochvíl Member Ing. Miroslav Bernášek Member annual report 2010 | 98 The changes made in the Commercial Register (“CR”) during the year ended 31 December 2010 relating to personnel changes in the Board of Directors and the Supervisory Board of the Parent Company were as follows: Board of Directors Position Office taken on Resignation Recorded in the CR Peter Jusko Miloš Kvapil Jiří Marek 28 June 2010 15 December 2010 12 August 2010 14 January 2011 14 January 2011 Member 3 September 2008 Member 28 June 2010 Member 15 December 2010 Supervisory Board Position Office taken on Roman Boček Radek Šmerda Josef Doruška Miroslav Bernášek 24 June 2009 30 September 2010 30 September 2010 18 November 2009 30 September 2010 30 September 2010 Member Member Member Member Resignation Recorded in the CR 19 October 2010 19 October 2010 19 October 2010 19 October 2010 The Parent Company is organized as follows as at 31 December 2010: President Organisational units reporting to the President: Divisions: President’s Office Marketing, Sales and Financial Division Security Flight Operations Division IT, Human Resources and Legal Services Communications Division Quality Management and Internal Audit Flight Safety Supplier Service Management Ground Operations Management Technical Operations Management Landing Gears Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 Definition of the Group: Company name České aerolinie a.s. Czech Airlines Handling, s.r.o. HOLIDAYS Czech Airlines, a.s. Czech Airlines Technics, a.s. CSA Services, s.r.o. Registered office 100 100 Consolidation method Controlling influence Controlling influence Full AMADEUS MARKETING CSA, s.r.o. The following table summarizes the information about subsidiaries as of 31 December 2010: Name of the Company Ownership interest percentage Voting rights percentage Czech Airlines Handling, s.r.o. 100% 100% Full 100 Controlling influence Full HOLIDAYS Czech Airlines, a.s. 100% 100% 100 Controlling influence Full Czech Airlines Technics, a.s. 100% 100% CSA Services, s.r.o. 100% 100% AMADEUS MARKETING CSA, s.r.o. 65% 65% The Group does not consolidate the following companies due to immateriality to the Group: Name of the Company 2010 | 99 Subsidiaries Share in equity Type (percentage) of influence Prague 6, Ruzyně Airport, 160 08 Prague 6, Jana Kašpara 1069, 160 08 Prague 6, Jana Kašpara 1069, 160 08 Prague 6, Jana Kašpara 1/1069, 160 08 Prague 6, K letišti, 161 00 annual report Registered office Share in equity (percentage) Reason for non-consolidation Prague 8, Sokolovská 100/94, 186 00 65 Immateriality The financial statements of all companies, both consolidated and unconsolidated, are available at the registered office of the Parent Company. The balance sheet date of the companies included in the Group is 31 December 2010. Principal activity Providing check-in services at the Prague Ruzyně Airport (handling of aircraft, passengers, luggage, cargo and mail) Travel agency and charter transportation Providing services in the area of aircraft maintenance and overhauls Recruitment, call centre services Providing services in the area of the travel agency systems Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 Changes in the Group As of 16 December 2009, the Parent Company Board of Directors decided to increase the share capital and the share premium in Czech Airlines Handling, s.r.o. (formerly ČSA Support, s.r.o.) by CZK 570,000 thousand and CZK 84,831 thousand, respectively. The increase was made by the non-monetary contribution valued by an independent valuer appointed by a court. The accounting value of the transferred net assets was CZK 128,049 thousand as at 1 January 2010. As of 5 May 2010, the Parent Company Board of Directors decided to increase the share capital and the share premium in HOLIDAYS Czech Airlines, a.s. by CZK 162,000 thousand and CZK 19,745 thousand, respectively. The increase was made by the non-monetary contribution valued by an independent valuer appointed by a court. The accounting value of the transferred net assets was CZK – 19,353 thousand as at 1 June 2010. At the same time, the Parent Company released an allowance to the investment in HOLIDAYS Czech Airlines, a.s. in an amount of CZK 10,000 thousand. As of 30 December 2010, the Parent Company concluded a settlement agreement with HOLIDAYS Czech Airlines, a.s. in the amount of CZK 50,648 thousand. As of 28 June 2010, the Parent Company Board of Directors decided to increase the share capital in Czech Airlines Technics, a.s. (formerly ClickforSky, a.s.) by CZK 380,000 thousand. The increase was made by the non-monetary contribution valued by an independent valuer appointed by a court. The accounting value of the transferred net assets was CZK 341,477 thousand as at 1 August 2010. As of 16 December 2010, the Parent Company Board of Directors further decided to increase the share capital and share premium in Czech Airlines Technics, a.s. (former ClickforSky, a.s.) by CZK 402,100 thousand and CZK 42 thousand, respectively. The increase was carried out by the subscription of 4,021 pieces of ordinary shares by the Parent Company with a nominal value of CZK 100 thousand per share. At the same time, the offsetting agreement was signed with respect to the loan provided by the Parent Company to Czech Airlines Technics, a.s. and the receivable of Czech Airlines Technics, a.s. for subscribed shares in the amount of CZK 402,142 thousand. The increase of the share capital in Czech Airlines Technics, a.s. was recorded in the Commercial Register on 23 February 2011. annual report 2010 | 100 In September 2010, the Parent Company sold its 100% share in SLOVAK AIR SERVICES, s.r.o. The revenues from the sale amounted to CZK 17,874 thousand and a carrying amount of CZK 1,959 thousand. 2.ACCOUNTING PRINCIPLES AND POLICIES The Group’s accounting books and records are maintained and the consolidated financial statements have been prepared in accordance with the Accounting Act 563/1991 Coll., as amended; the Regulation 500/2002 Coll., which provides implementation guidance on certain provisions of the Accounting Act 563/1991 Coll. for reporting entities that are businesses maintaining double-entry accounting records, as amended; and Czech Accounting Standards for Businesses, as amended. The accounting records are maintained in compliance with general accounting principles, specifically the historical cost basis with certain exceptions (as further described in this note), the accruals principle, the prudence concept and the going concern assumption. In order to compile the consolidated financial statements of the Group, the accounting principles applied by the Group companies were brought into conformity. Significant accounting policies are outlined below. These consolidated financial statements are presented in thousands of Czech crowns (“CZK”), unless stated otherwise. Scope of Consolidation and Consolidation Method Consolidation is performed using the direct consolidation method. Direct consolidation involves the consolidation of all the Group’s accounting entities at once without using the consolidated financial statements presented for sub-groups. The Group consists of the Parent Company, České aerolinie a.s., and its subsidiaries. The definition of subsidiaries is as follows: Subsidiaries Investments in enterprises in which the Parent Company has the power to govern Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 annual report 2010 | 101 the financial and operating policies so as to obtain benefits from their operations are treated as ‘Equity investments in subsidiaries’. The cost of a technical improvement exceeding CZK 40 thousand per asset for the taxation period increases the acquisition cost of the related tangible fixed asset. For consolidation purposes, a subsidiary is a Company where the Parent Company has a controlling influence through the ownership of more than 50 percent of shares/ share capital interests. Depreciation Depreciation is charged with respect to tangible fixed assets, other than land and assets under construction, over their estimated useful lives, using the straight line method, on the following basis: These companies are consolidated using the full consolidation method. When the full consolidation method is used, mutual transactions between the Parent Company and subsidiaries and between subsidiaries themselves are eliminated. The elimination of mutual transactions that influence the profit or loss is carried out in accordance with the stated consolidation rules. Tangible Fixed Assets Tangible fixed assets include assets with an estimated useful life greater than one year and an acquisition cost greater than CZK 5 thousand on an individual basis. Buildings Computer equipment with an acquisition cost above CZK 40 thousand Computer equipment with an acquisition cost between CZK 5 thousand to CZK 40 thousand Radio and communication equipment and systems Vehicles - other than aircraft Vehicles - newly purchased aircraft Airbus A320/A319/A310, Boeing B737 ATR Rotables Tangible assets with an acquisition cost less than CZK 5 thousand on an individual basis are expensed upon acquisition. Acquisition Cost Purchased tangible fixed assets are stated at acquisition cost less accumulated depreciation and allowances for diminution in value. The acquisition cost includes the purchase cost and costs attributable to the acquisition. Tangible fixed assets developed internally are valued at direct costs, which include direct material and payroll costs and incidental costs directly attributable to the internal production of assets (production overheads). The following tangible fixed assets are stated at replacement cost: tangible fixed assets acquired without consideration on the basis of a contract to purchase a leased asset (finance lease) and tangible fixed assets recently identified and recognized (accounted for by a corresponding entry in the relevant accumulated depreciation account). The replacement cost of tangible fixed assets is determined by reference to the normal market price effective at the time that these assets are acquired/identified. Technical improvements of assets held under operating leases Furniture and fixtures Other tangible fixed assets with an acquisition cost between CZK 5 thousand to CZK 40 thousand Number of years 30–50 4 3 4 4 20 18 Over the expected useful life of the relevant aircraft Over the term of the operating lease 8 or 15 2 Rotables are depreciated to the expected residual value of 10% of cost. Assets held under finance leases are depreciated by the lessor. Following the expiration of finance leases, aircraft acquired under finance leases are depreciated over their remaining estimated useful lives. Retirement of Assets The gain or loss arising from the disposal or retirement of an asset is determined as the difference between the sales proceeds and the net book value of the asset at the sale date and is recognized in the profit and loss account. Allowances If the carrying value of an asset is greater than its estimated recoverable value, the Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 carrying value is reduced by an allowance to the recoverable value. If the impairment of an asset is other than temporary, the asset is written off. Intangible Fixed Assets Intangible fixed assets include assets with an estimated useful life greater than one year and an acquisition cost greater than CZK 5 thousand on an individual basis. annual report 2010 | 102 Allowance If the carrying value of an asset is greater than its estimated recoverable value, the carrying value is reduced through an allowance to the recoverable value. If the impairment of an asset is other than temporary, the asset is written off. Intangible assets with an acquisition cost of less than CZK 5 thousand on an individual basis are expensed in the period of acquisition. Non-Current Financial Assets Non-current financial assets principally consist of provided loans with maturity exceeding one year, equity investments, securities and equity investments available for sale. Acquisition Cost Purchased intangible fixed assets are stated at acquisition cost less accumulated amortization and allowance for diminution in value. Upon acquisition, securities and equity investments are carried at cost. The cost of securities or equity investments includes the direct costs of acquisition, such as fees and commissions paid to brokers, advisors and stock exchanges. With respect to long term projects that relate to software acquisition and bringing the software into use, the Company capitalizes internally incurred costs linked to the software development and bringing the software into use. Securities and equity investments intended to be held for an indefinite period of time, which may be sold in response to liquidity requirements or changes in market conditions (for example interest rates), are classified as available for sale. These securities and investments are included in non-current assets unless the Management has the express intention of holding the investment for less than 12 months from the balance sheet date. The Management determines the appropriate classification of securities and investments at the time of purchase. The cost of technical improvements exceeding CZK 40 thousand per asset for the taxation period increases the acquisition cost of the related intangible fixed asset. Amortization Amortization of intangible fixed assets is recorded on a straight line basis over their estimated useful lives as follows: Software Licences Patents Number of years 3–10 Over the contract term Over the useful life Valuation ▶ securities and equity investments available for sale are carried at fair value, if determinable. Changes in fair values of securities and equity investments available for sale are charged against “Gains or losses from the revaluation of assets and liabilities” within equity, in the case of a permanent decrease in the fair value to the profit and loss account. In determining the fair value, the Group refers to the market value of securities at the balance sheet date. Securities and equity investments that are not traded on public markets are stated at cost when their fair value is not readily obtainable and the cost of obtaining the fair value measure is unreasonably high considering its materiality and impact on the Group’s financial statements. Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 If the carrying value of securities and equity investments that have not been measured at fair value is greater than their estimated recoverable value, the securities and equity investments are provided for. Current Financial Assets Current financial assets consist of cash equivalents, cash on hand and cash at bank. Derivative Financial Instruments Derivative financial instruments including currency forwards, currency, commodity and interest rate swaps, currency and commodity options, and other derivative financial instruments are initially recognized on the balance sheet at cost and subsequently are remeasured to their fair value. Fair values are obtained from quoted market prices, discounted cash-flow models and option pricing models, as appropriate. All derivatives are presented in other receivables or in other payables when their fair value is positive or negative, respectively. Based on the maturity date, they are classified as short-term or long-term receivables or payables, as appropriate. The Group designates derivative financial instruments as either trading or hedging. While the Group designates all derivatives for economic hedge purposes, a portion of short-term contracts (up to one month) are recognized as trading derivatives and hedge accounting is not applied due to administrative costs. Hedge accounting is applied to all other derivatives. Trading Derivatives Changes in the fair value of derivatives held for trading are included in the profit and loss account as part of financial profit or loss. Hedging Derivatives The Group prospectively designates certain derivatives as a hedge of a future cash flow attributable to a forecasted transaction (cash flow hedge). annual report 2010 | 103 Hedge accounting is used for derivatives designated in this way, provided all of the following criteria are met: ▶ formal documentation of the general hedging strategy, hedged risk, hedging instrument, hedged item and their relationship is prepared before hedge accounting is applied; ▶ the hedge documentation proves that it is expected to be highly effective in offsetting the risk in the hedged item at inception and throughout the reporting period; and ▶ the hedge is effective on an ongoing basis (that is, within a range of 80% to 125%). If derivative instruments do not meet the criteria for hedge accounting referred to above, they are treated as trading derivatives. Changes in the fair value of derivatives that qualify as effective cash flow hedges are recorded in the “Gains or losses from the revaluation of assets and liabilities” within equity. Where a hedged forecasted transaction results in the recognition of a financial asset or of a financial liability, the gains and losses previously deferred in the “Gains or losses from the revaluation of assets and liabilities” are transferred to the profit and loss account and classified as income or expense in the periods during which the hedged item affects the profit and loss account. Inventory Purchased inventory is carried at acquisition costs net of allowances. Acquisition cost includes all direct and indirect overheads incurred to bring inventory to its present stage and location, e.g. customs fees, freight costs and commissions. Internally developed inventory is valued at the cost of producing the inventory which consists of direct material and payroll costs incurred in production and the portion of indirect costs relating to production. Inventory material is issued out of stock at costs determined using the weighted arithmetic average method. Allowances An allowance for slow-moving/obsolete inventory is recognized in circumstances Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 where the impairment of the inventory is not deemed permanent. The amount of the allowance is based on an analysis of turnover and utilizability of inventory and based on an individual assessment of specifically those inventories that have been idle for more than three years. Receivables Upon origination, receivables are stated at their nominal value and subsequently reduced by an appropriate allowance for doubtful and bad amounts. Allowances An allowance for receivables is recognized on the basis of an aging analysis of the debts. Allowances are additionally recorded based on an individual assessment of the financial health of debtors whose balances would not have been provided for according to the aging analysis. Trade Payables Trade payables are stated at their nominal value. Bank and Non-Banking Loans Loans are stated at their nominal value. The portion of long-term loans maturing within one year from the balance sheet date is included in short-term loans. Interest is accrued and included in the profit or loss for the period. annual report 2010 | 104 before the repair commences. The provision is recognized as equal to the ratio of the current cost of repairs net of the charge already recognized and the number of years to elapse before the repair commences. As a result of the amendment to the Act on Provisions 593/1992 Coll., effective 1 January 2009, the Group has recorded only non-tax deductible charges with respect to the provisioning commenced in 2009. As the Group prepares the financial statements ahead of the income tax return for the current period and the current tax expense is not exactly determined, the Group recognizes an income tax provision. The provision is released in the next accounting period and the Group records actual tax liability. In addition, the Group recognizes other provisions for known risks, which are anticipated to give rise to a future probable liability. This specifically involves a provision for outstanding vacation days, the Frequent Flyer Programme and not yet paid out remunerations related to the current accounting period. Frequent Flyer Programme Members of the Frequent Flyer Programme can exchange earned points for free air tickets and selected goods and services. The Group recognizes provisions for these future costs. The provisions include incremental fuel, catering servicing costs and the cost of free travel provided by other partners. Foreign Currency Translation Transactions denominated in foreign currencies during the accounting period are translated using the fixed monthly exchange rate. Provisions Provisions are intended to cover future obligations or expenditure, the nature of which is clearly defined and which are either likely to be incurred, but which are uncertain as to the amount or the date on which they will arise; however, their reliable estimate can be made. All monetary assets and liabilities denominated in a foreign currency are translated using the effective exchange rate stated by the Czech National Bank as of the balance sheet date. Any resulting foreign exchange rate gains and losses are recorded through the current year’s financial expenses or revenues as appropriate. The Group recognizes provisions for repairs of tangible fixed assets. These provisions are either non-tax deductible (i.e. accounting provisions) or tax deductible as defined by the Act on Provisions 593/1992 Coll. The level of the recognized provision for repairs is based on the anticipated costs of repairs and the time to lapse Foreign exchange rate gains or losses arising from the year-end translation of securities and equity investments are treated as a component of the fair value. If the security or equity investment is not recognized at fair value, then the foreign exchange rate gains or losses are recorded through equity accounts on the balance sheet. Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 Finance Leases A finance lease is the acquisition of a tangible fixed asset such that, over or after the contractual lease term, the asset’s ownership title transfers from the lessor to the lessee; pending the transfer of title, the lessee makes lease payments to the lessor for the asset that are charged to expenses. During the leasing period, the acquisition cost of assets acquired under finance leases is not capitalized as part of fixed assets. Aggregated amounts related to finance leases (leasing instalments) are accrued and regularly expensed over the lease period. Amounts payable in future periods, but not due at the balance sheet date, are disclosed in the notes, but are not recognized in the balance sheet. Advances paid for finance lease that are not re-financed and fees and other expenses related to the conclusion of an agreement on the finance lease are recognized as advances or acquired fixed assets, are not depreciated and form part of the aircraft acquisition costs when the finance lease terminates. Taxation Depreciation of Fixed Assets for Tax Purposes Depreciation of fixed assets is calculated using the straight line method for tax purposes. Current Tax Payable The tax currently payable is based on taxable profit for the reporting period. Taxable profit differs from the net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted by the balance sheet date. annual report 2010 | 105 The balance sheet liability method focuses on temporary differences, which are differences between the tax base of an asset and/or liability and its carrying amount in the balance sheet. The tax base of an asset or liability is the amount that will be deductible for tax purposes in the future. Deferred tax assets are recognized if it is probable that sufficient future taxable profit will be available against which the assets can be utilized. Deferred tax is charged or credited to the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset and reported on an aggregate net basis in the balance sheet, except when partial tax assets cannot be offset against partial tax liabilities. Retirement Benefit Costs Contributions are made to the Government’s health retirement benefit and employment schemes at the statutory rates in force during the year based on gross salary payments. The cost of social security payments is charged to the Group’s income statement in the same period as the related salary cost. Furthermore, the Group realizes defined contribution schemes administered by commercial pension funds for its employees. The contributions to these schemes are charged to costs in the period in which they are incurred. Deferred Taxation Deferred tax is accounted for using the balance sheet liability method. Government Grants In accordance with the agreement on public service delegation, the Group is additionally a recipient of funds to operate the air connection between Strasbourg and Prague. The parties to the agreement include the Group, the Ministry of Foreign and European Affairs in France, the Trade and Industrial Chamber in Strasbourg and the Department Bas-Rhin. Under the liability method, deferred tax is calculated at the income tax rate that is expected to apply in the period when, according to Group’s expectation, the tax liability is settled or the asset realized. The grants are recognized in revenues in the period in which the eligible expenses are recognized on an accrual basis or as an expense if the Group returns the grant recognized as income in previous periods (in accordance with the grant conditions). Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 The grants are subject to income tax. Borrowing Costs All borrowing costs are recognized in expenses in the period in which they are incurred. Revenue and Expense Recognition Revenues and expenses are recognized in the period to which they relate on an accruals basis. The Group charges to expenses provisions and allowances carried to cover all risks, losses and impairment that are known at the balance sheet date. The recognition of the Group’s revenues from airline transportation services comprises of two basic components: ▶ r evenues from the Group’s own traffic documents; and ▶ r evenues from the traffic documents of other airline carriers used on Czech Airlines flights. In recognizing revenue, the Group refers to the principles provided in the MPA (Multilateral Prorate Agreement) and RAM (Revenue Accounting Manual), issued by the International Air Transport Association (“IATA”), bilateral agreements between airlines and other regulations. The use of these principles is based on the Parent Company membership in IATA and a mutual application of those principles by other airlines. The Group recognizes fare receipts as deferred income when a traffic document is issued. The collected fare is allocated among individual air coupons on the basis of a number of criteria, which include the established guidance of IATA or a contractual arrangement between individual airlines. This allocated fare is recognized in the Group’s income when the transportation is provided by the Group. In instances where the flight was realized by a partner Company, the allocated fare with respect to the relevant coupon is reversed from deferred income to payables. With regard to companies with which the Group applies the “sampling” accounting approach, the Group allocates the fare among individual coupons on the basis of an annual report 2010 | 106 extrapolation of a representative sample in accordance with the IATA guidance. This extrapolation is subsequently reviewed and adjusted by the partner airline. The mutual settlement of receivables and payables between airline companies is made weekly via the IATA Clearing House. The Group records as deferred income amounts collected from the sale of traffic documents, which have not been realized at the balance sheet date, i.e. have not been flown on or used otherwise. The Group recognizes unused traffic documents in revenues after a certain period of time from the sale of the traffic document on the basis of historical analyses and statistical trends considering the accruals basis of revenues and expenses together with the prudence principle. When traffic documents are sold, the Group also recognizes fees related to the sold traffic documents, the so-called “airport taxes”. The Group collects part of these taxes for other entities (for example, airport authorities, taxation authorities). The Group differentiates between taxes delivered at the moment of sale and taxes delivered at the moment when the flight is realized. Both taxes are accounted for on the balance sheet as payables and estimated items, respectively. Taxes not further delivered are recorded as the Group’s income and are recognized in the period in which the sale or the flight of the given traffic document is realized in accordance with the conditions defined for the tax. Revenues from the sale of goods and services are recognized on the supply date or on a contractual basis. Gains arising from long-term production contracts are recognized when the contract is completed and billed on the basis set out in the underlying contract. The Group further recognizes the so-called maintenance provisions in revenues and expenses. The maintenance provisions represent amounts paid to the lessor providing aircraft operating leases. These amounts are used by the lessor to cover future overhauls of the aircraft. The Group recognizes these payments in the profit and loss account in the period of payment as they are repeated on a regular basis. The “Maintenance Provision Release” item represents the amount that was repaid by the lessor to the Group in respect of the overhaul made by the Group or paid for by the Group to the third party. Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 Estimates The presentation of financial statements requires the Management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. The Management of the Group believes that the estimates and assumptions used will not significantly differ from the actual results and outcomes in the following reporting periods. Extraordinary Expenses and Income Extraordinary items are income or expenses that arise from events or transactions that are clearly distinct from the ordinary activities of the Group as well as income or expenses from events or transactions that are not expected to recur frequently or regularly. Related Parties The Group’s related parties are considered to be the following: ▶s hareholders of which the Group is a subsidiary or an associate, directly or indirectly, and subsidiaries and associates of these shareholders; ▶m embers of the Company’s statutory and supervisory bodies, the Management and parties close to such members, including entities in which they have a controlling or significant influence; ▶c ompanies with the same member of the Management. Related party transactions and balances are disclosed in Note 25. Subsequent Events The effects of events which occurred between the balance sheet date and the date of preparation of the financial statements are recognized in the financial statements in the case that these events provide further evidence of conditions that existed at the balance sheet date. Where significant events occur subsequent to the balance sheet date, but prior to the preparation of the financial statements, which are indicative of conditions that arose subsequent to the balance sheet date, the effects of these events are disclosed, but are not themselves recognized in the financial statements. annual report 2010 | 107 Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 3. BASIS FOR PREPARATION OF FINANCIAL STATEMENTS The Group’s consolidated financial statements have been prepared under the going concern assumption. The Government of the Czech Republic decided to stabilize the situation in the Parent Company in 2009 and requested the preparation of a Restructuring Plan. The plan was approved in May 2010 for year 2010 through 2013. The Restructuring Plan was presented to the European Commission on 12 May 2010 which is currently undertaking a review relating to the loan provided by the Company OSINEK, a.s. “in liquidation”. The Restructuring Plan was approved at the Parent Company extraordinary General Meeting held on 20 May 2010. The going concern assumption applied by the Group’s Management is conditional upon the successful implementation of the Restructuring Plan. As of 24 November 2010, the Government of the Czech Republic approved the proposal to create the holding of selected companies in the area of air transport and ground services owned by the state including Letiště Prague, a.s. and České aerolinie a.s. The Government also approved the establishment of the joint stock Company Český Aeroholding, a.s. and charged the Ministry of Finance with the preparation of a draft decision to increase the share capital by contributing the state share in the companies Letiště Prague, a.s. and České aerolinie a.s., so that the holding creates an effective structure that will provide airport operations, air transport services and related services. After the restructuring of České aerolinie a.s., within three years, a draft proposal of entry of a strategic investor to České Aerolinie a.s. should be introduced. As of 19 January 2011, the Government Resolution decided to privatize the part of assets of the Company Správa Letiště Prague, s.p. by its contribution to Český Aeroholding, a.s. The Company was established as of 11 March 2011. The holding structure and strong group base should support the Parent Company in the successful fulfilling of the Restructuring Plan. In 2010, the Group had negative cash flow from operating activities, which indicates possible impairment of fixed assets. The Group’s Management prepared the annual report 2010 | 108 analysis of possible impairment of the fixed assets, which is based on future discounted cash flow from operating activities. The assumption is that in future years it will be possible to complete the implementation of the measures contained in the Restructuring Plan and the Group will achieve positive operating cash flow. Based on those long term projections, the Group’s Management has concluded that the fixed assets are not impaired. Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 annual report 2010 | 109 4.INTANGIBLE FIXED ASSETS At 31 December 2010: Cost Start-up costs Software Patents, licences Other intangible fixed assets Intangible assets under construction 1 January 2010 CZK’000 Consolidated the first time CZK’000 Additions CZK’000 Disposals CZK’000 Transfers CZK’000 31 December 2010 CZK’000 777,278 198 1,822 168 20,632 (198) (46,755) 96,650 849,627 168 85 101,657 878,935 2,188 85 21,739 (415) 42,456 (47,368) Charge for the year CZK’000 Disposals CZK’000 (96,650) 26,331 876,211 Accumulated Amortization Software Patents, licences Other intangible fixed assets 1 January 2010 CZK’000 Consolidated the first time CZK’000 (482,328) (1,813) (9) (98,386) 46,754 (535,773) (9) (198) (1) 198 (1) (2,020) (98,387) 46,952 (535,783) (482,328) Allowance for diminution in value of patents, licences Net book value 396,607 Transfers CZK’000 31 December 2010 CZK’000 (159) (159) 9 340,269 Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 annual report 2010 | 110 At 31 December 2009: Cost Start-up costs Software Patents, licences Intangible assets under construction 1 January 2009 CZK’000 Consolidated the first time CZK’000 643,098 198 2,572 160,721 Additions / transfers CZK’000 Disposals / transfers CZK’000 31 December 2009 CZK’000 134,237 168 (807) 198 779,100 168 75,173 (134,237) 101,657 803,819 2,770 209,578 (135,044) 881,123 1 January 2009 CZK’000 Consolidated the first time CZK’000 Charge for the year CZK’000 Disposals CZK’000 31 December 2009 CZK’000 Start-up costs Software Patents, licences (388,102) (182) (2,062) (388,102) (21,194) (2,244) (159) (16) (94,784) (9) (94,809) Net book value 394,523 367 396,616 The Group did not acquire any intangible fixed assets without consideration in either 2010 or 2009. In 2009, the Group wrote off the intangible fixed assets under construction related to an information technology project and the allowance in amount of CZK 21,194 thousand was released. The impact to profit or loss was CZK 0 thousand. Accumulated Amortization Intangible assets under construction at 31 December 2010 represent information technology projects in progress (for example the Airlines system, Cargo SPOT software, the AVES system development). The Group creates allowance if the carrying value of an asset is greater than its estimated recoverable value; the carrying value is then reduced by an allowance to the recoverable value. 807 807 21,194 (198) (484,141) (9) (484,348) (159) The Group anticipates that costs incurred in relation to projects in progress will bring future economic benefits. Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 annual report 2010 | 111 5. TANGIBLE FIXED ASSETS At 31 December 2010: Cost 1 January 2010 CZK’000 Land Buildings, halls and structures Machinery and equipment Aircraft Vehicles Furniture and fixtures Small tangible fixed assets Other tangible fixed assets Tangible assets under construction Advances paid for fixed assets 192,436 290,028 2,696,460 1,130,418 456,895 345,958 Consolidated the first time CZK’000 Additions CZK’000 203 6,697 18,030 62,028 904 5,795 3,508 1,667 17,929 298 59,826 358,129 1,158,157 6,688,307 25,127 Disposals CZK’000 Transfers CZK’000 31 December 2010 CZK’000 8,169 370,809 (192,436) (226,396) (906,986) (1,088,051) (35,682) (32,094) (4,351) (8,104) (11,964) (35,465) 1,929 2,330 1,221,967 120 1,365 3,285 (17) (240,663) (990,316) 83,794 1,860,529 1,265,238 445,057 319,035 601 51,705 113,671 503,185 470,910 (2,541,529) 4,642,815 Accumulated Depreciation Buildings, halls and structures Machinery and equipment Aircraft Vehicles Furniture and fixtures Small tangible fixed assets Other tangible fixed assets 1 January 2010 CZK’000 Consolidated the first time CZK’000 Charge for the year CZK’000 Disposals CZK’000 (126,220) (1,489,178) (543,527) (354,617) (331,335) (165) (5,979) (10,956) (294,907) (98,700) (26,739) (11,541) (1,828) (9,036) 81,742 737,037 82,721 31,384 32,217 4,227 8,508 (453,707) 977,836 (8,626) (238) (26,045) (2,870,922) Allowances for diminution in value (308,405) Net book value 3,508,980 (15,008) Transfers CZK´000 2,841 (69) (2,772) 31 December 2010 CZK’000 (55,599) (1,050,186) (559,506) (358,598) (310,966) (373) (26,573) (2,361,801) (60,394) 10,119 2,220,620 Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 annual report Allowance for Diminution in Value Buildings, halls and structures Tangible assets under construction 1 January 2010 CZK’000 Charge for the year CZK’000 Release during the year CZK’000 31 December 2010 CZK’000 (245,548) (62,857) (5,966) 220,897 33,080 (24,651) (35,743) (308,405) (5,966) 253,977 (60,394) 2010 | 112 Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 annual report 2010 | 113 At 31 December 2009: Cost 1 January 2009 CZK’000 Land Buildings, halls and structures Machinery and equipment Aircraft Vehicles Furniture and fixtures Other tangible fixed assets Tangible assets under construction Advances paid for fixed assets – aircraft Airbus Advances paid for fixed assets – aircraft Boeing Advances paid for fixed assets – other Consolidated the first time CZK’000 26,822 732,783 2,801,015 772,632 493,760 354,831 58,335 441,075 Additions / transfers CZK’000 Disposals / transfers CZK’000 31 December 2009 CZK’000 (5,665) (576,959) (223,541) (30,027) (37,694) (28,249) (5,110) (831,737) 192,436 290,231 2,703,157 1,130,418 474,824 346,256 59,826 358,129 171,279 134,204 118,423 387,813 4,957 18,257 6,601 747,101 203 7,260 13,801 1,417 1,690 111,165 21,211 132,376 1,277,411 (287,095) 990,316 35,465 684 575 (1,259) 35,465 7,105,294 25,055 1,610,421 (2,027,336) 6,713,434 Accumulated Depreciation Buildings, halls and structures Machinery and equipment Aircraft Vehicles Furniture and fixtures Other tangible fixed assets 1 January 2009 CZK’000 Consolidated the first time CZK’000 Charge for the year CZK’000 Sale, contribution, damages CZK’000 Disposals CZK’000 31 December 2009 CZK’000 (196,362) (1,435,802) (527,388) (356,720) (326,879) (23,718) (128) (6,056) (26,084) (228,700) (44,279) (35,689) (31,579) (7,437) (480,770) (29,439) (1,886) (2,057) (48) 576,959 204,840 30,026 37,694 28,220 5,110 (126,385) (1,495,157) (543,527) (363,243) (331,573) (26,045) (2,866,869) (13,942) (373,768) (514,200) 882,849 (2,885,930) (6,471) (1,287) Allowance for diminution in value (100,548) (308,405) Net book value 4,137,877 3,519,099 Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 Buildings, halls and structures Machinery and equipment Tangible assets under construction Charge for the year CZK’000 Release during the year CZK’000 (15,798) 31 December 2009 CZK’000 Aircraft Airbus A310 APC building including land 15,798 (24,037) (244,091) 22,580 (245,548) (60,713) (2,553) 409 (62,857) (100,548) (246,644) 38,787 (308,405) In 2009, the Group mainly created the allowance for rotables in the amount of CZK 243,395 thousand as it is expected that their value will be covered by sale rather than by use. In 2010, the financial leasing of three Boeing B737 was expired and the aircraft were added to the assets at acquisition costs of CZK 484,996 thousand. Furthermore, the financial leasing of other four B737 aircraft was prematurely expired and the aircraft were added to the assets at acquisition costs of CZK 736,954 thousand. The finance lease of three Boeing B737-500 expired in 2009 and the aircraft were added to the assets of the Group at the acquisition cost of CZK 383,518 thousand. Significant Fixed Assets Disposals in 2010 Hangar F including land 6 aircraft Boeing B737 Land around the APC building Land around Hangar F Land under Hangar G 2010 | 114 Significant Fixed Assets Disposals in 2009 Allowance for Diminution in Value 1 January 2009 CZK’000 annual report Revenue from the sale CZK’000 Net book value CZK’000 815,886 1,186,039 68,894 34,089 89,025 129,648 1,005,313 53,325 34,089 89,025 Revenue from the sale CZK’000 Net book value CZK’000 247,125 606,710 1,886 437,910 Advances The advances paid in the amount of CZK 503,145 thousand as of 31 December 2010 (as of 31 December 2009: CZK 132,376 thousand) represent advances for 8 Airbus A319 aircraft, which will be delivered in 2011 – 2014. The Group has an option for the purchase of these aircraft. The prepayments are classified as unrefundable and they are recalculated using a historical foreign exchange rate. The advances in the amount of CZK 0 thousand as of 31 December 2010 (as of 31 December 2009: CZK 990,316 thousand) related to Boeing B737 aircraft are not refinanced by a finance lease and became part of the acquisition costs of the respective aircraft at the expiry of the finance lease when the aircraft became property of the Group. The decrease of the advances of CZK 990,316 thousand in 2010 relates to the expiry of financial leasing of seven Boeing B737 and its addition to the assets of the Company. The decrease in the advances in 2009 in the amount of CZK 287,095 thousand relates to the expiry of the finance leasing of three Boeing B737 aircraft and their addition to the assets of the Group. Allowance for Diminution in Value The Group creates an allowance for assets under construction – technical improvement of aircraft under finance lease, when the lessor did not approve the depreciation thereof. The Group further creates an allowance if the carrying value of an asset is greater than its estimated recoverable value; the carrying value is then reduced by an allowance to the recoverable value. The fair value of aircraft purchased by the Parent Company after the expiry of the finance leases is significantly higher than their carrying amount. Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 Pledged Fixed Assets The Group has pledged fixed assets as follows: At 31 December 2010: 31 December 2010 Net Value of book value secured liability CZK’000 CZK’000 Full Flight Simulator B737 Flight Simulator MFTD 320 48,012 20,073 20,073 Creditor* Middle-term operational loan from UniCredit Bank Middle-term operational loan from UniCredit Bank * The pledges to secure the loan liability are activated only in case the Group is in default. At 31 December 2009: 31 December 2009 Net Value of book value secured CZK’000 liability CZK’000 Full Flight Simulator B737 87,621 Flight Simulator MFTD 320 21,315 21,315 Aircraft ATR Aircraft ATR Rotables to Airbus A310, B737, ATR 2,078 4,458 132,325 700,637 700,637 Trade-mark IT Technologies 150,561 88,716 82,542 Aircraft Boeing 737 369,136 461,000 Hangar F 247,633 930,000 Land 53,325 62,430 Simulator A320 221,574 160,000 Creditor* Middle-term operational loan from UniCredit Bank Middle-term operational loan from UniCredit Bank Komerční banka, a.s. Commerzbank AG Ministry of Trade and Industry of the Czech Republic Ministry of Trade and Industry of the Czech Republic Ministry of Trade and Industry of the Czech Republic Ministry of Trade and Industry of the Czech Republic Ministry of Trade and Industry of the Czech Republic Ministry of Trade and Industry of the Czech Republic Ministry of Trade and Industry of the Czech Republic * The pledges to secure the loan liability are activated only in case the Group is in default. annual report 2010 | 115 Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 annual report 2010 | 116 Finance Leases The Group uses assets under finance lease contracts that are not recorded as tangible fixed assets in the financial statements until the expiration of the lease. Twelve aircraft are held under finance lease contracts as at 31 December 2010 (as at 31 December 2009: 19 aircraft): Aircraft Currency Expire date Total lease payments Total amounts paid at 31 December 2009 Total amounts paid at 31 December 2010 Boeing B737 USD ’000 2010 248,551 218,727 248,551 Airbus A319/A320 EUR ’000 2018–2020 387,714 116,030 Total * CZK ’000 14,376,692 7,009,062 * For the conversion from USD and EUR to CZK, the rate of the Czech National Bank as at 31 December 2010 was used. In 2010, the prematurely expired four B737 aircraft financial leases and the instalments in the amount of CZK 316,658 thousand were paid as lump sum. Outstanding amounts payable within one year Amounts payable after more than one year 150,168 34,307 203,239 8,423,790 859,733 5,093,169 Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 annual report 2010 | 117 Vehicles Under Finance Lease: 31 December 2010 CZK’000 31 December 2009 CZK’000 Amounts paid on current finance lease contracts 32,282 32,203 Outstanding amounts payable within one year 17,256 17,100 3,034 2,828 52,572 52,131 Amounts payable after more than one year Total lease payments paid on current finance lease contracts The Airbus A320 Flight Simulator Held Under a Finance Lease Contract: in EUR thousands in CZK thousands* Expire date Total lease payments Total amounts paid at 31 December 2009 Total amounts paid at 31 December 2010 2013 2,142 803 1,160 357 625 53,679 20,123 29,070 8,946 15,663 *For the conversion from EUR to CZK, the rate of the Czech National Bank as at 31 December 2010 was used. The Group further operates 20 aircraft under operating lease (2009: 22 aircraft). The information on operating lease commitments is disclosed in Note 26. Outstanding amounts payable within one year Amounts payable after more than one year Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 6.OTHER SECURITIES AND INVESTMENTS Other Long-Term Investments (Available for Sale) At 31 December 2010: Number of securities Nominal value Cost CZK’000 46 EUR 230 6 8,073 Foreign SITA Inc. shares SITA Inc. certificates 8,079 At 31 December 2009: Number of securities Nominal value Cost CZK’000 51 EUR 255 7 7,908 Foreign SITA Inc. shares SITA Inc. certificates 7,915 Other investments available for sale are carried at cost at 31 December 2010 and 2009 because their fair value is not readily obtainable and the cost of obtaining the fair value measure is unreasonably high considering its impact on the Group’s financial statements. In 2010 and 2009, the Group obtained no dividends from other long-term investments available for sales. annual report 2010 | 118 Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 annual report Other Long-Term Investments Foreign 31 December 2010 CZK’000 Income 2010 CZK’000 31 December 2009 CZK’000 Income 2009 CZK’000 7,859 159 7,098 332 344 SITA Inc. loan Other 7,859 7,430 Short-Term Financial Assets The structure of short-term financial assets: 31 December 2010 CZK’000 31 December 2009 CZK’000 27,273 124,344 809,913 375,248 25,923 183,907 379,131 1,336,778 588,961 Cash Current accounts Term deposits Promissory notes Term deposits – short-term (max. one month): Term deposits in CZK Term deposits in EUR Term deposits in GBP Term deposits in USD 31 December 2010 CZK’000 31 December 2009 CZK’000 347,737 121,541 34,056 306,579 307,003 31,758 23,839 16,531 809,913 379,131 2010 | 119 Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 7.INVENTORIES Cost CZK’000 Allowance for diminution in value CZK’000 Net book value CZK’000 395,495 (163,049) 232,446 Spare parts – landing gears 17,167 (1,231) 15,936 Other material 11,763 (3,587) 8,176 424,425 (167,867) 256,558 Material Total material Work in progress Advances paid for inventory Total 53 53 3,093 3,093 427,571 (167,867) 259,704 Cost CZK’000 Allowance for diminution in value CZK’000 Net book value CZK’000 At 31 December 2009: Material Spare parts – aircraft Other 454,887 16,214 (151,580) 303,307 16,214 471,101 (151,580) 319,521 Goods 57,114 (846) 56,268 Work in progress 1,952 1,952 Advances paid for inventory 1,934 1,934 Total material Total 2010 | 120 The change in the allowance for diminution in inventory value is analysed as follows: At 31 December 2010: Spare parts – aircraft annual report 532,101 (152,426) 379,675 Opening balance as at 1 January Increase in the year Released during the year Closing balance as at 31 December 2010 CZK’000 2009 CZK’000 152,426 81,371 17,058 (1,617) 83,524 (12,469) 167,867 152,426 Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 8.RECEIVABLES Long-Term Receivables 31 December 2010 CZK’000 31 December 2009 CZK’000 Long-term receivables Allowance for diminution in value 138,419 (25) 257,953 (67) Net value long-term receivables 138,394 257,886 Long-term receivables represent mainly prepayments, of which CZK 113,669 thousand as at 31 December 2010 (as at 31 December 2009: CZK 109,226 thousand) represents prepayments for operating leases of aircraft. Long-term prepayments maturing in more than five years represent the amount of CZK 32,993 thousand as at 31 December 2010 (as at 31 December 2009: CZK 25,956 thousand). These prepayments will be repaid to the Group if the Group fulfils the conditions defined by the contract at the expiration of the operating leases. The long-term prepayments further relate to the prepayments provided by the representations and also to the Customs Office as at 31 December 2009. The long-term receivables further include a deferred tax asset of CZK 115,497 thousand as at 31 December 2009. As at 31 December 2010 the deferred tax asset was not recognized (Note 16). annual report 2010 | 121 Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 Short-Term Receivables 31 December 2010 31 December 2009 CZK’000 CZK’000 Trade receivables 905,124 585,190 1,456,518 386,397 1,490,314 1,842,915 Allowance for doubtful receivables (306,520) (266,662) Net trade receivables 1,183,794 1,576,253 90,017 190,555 90,017 190,555 Other receivables Net other receivables - current - overdue - current The Group’s receivables principally include receivables from other airlines for provided services, passenger and goods transport and receivables from sold traffic documents. Overdue trade receivables primarily include amounts due from companies suspended from the IATA Clearing House or companies in bankruptcy. Trade receivables overdue more than 180 days amounted to CZK 309,471 thousand as at 31 December 2010 (as at 31 December 2009: CZK 44,064 thousand). Outstanding trade receivables are not secured. The payment of receivables settled through the IATA Clearing House is secured. annual report 2010 | 122 Other short-term receivables mainly comprise the fair value of derivatives as follows (Note 14): Currency swaps Commodity collars Commodity swaps Currency forwards 31 December 2010 CZK’000 73,572 2,368 75,940 31 December 2009 CZK’000 436 119,997 41,445 10,818 172,696 The short-term prepayments principally include prepayments for telecommunication, reservation and check-in systems, refreshment and brokerage. The estimated receivables relate to provided services, not yet invoiced as at balance sheet date. It mainly includes provided overhauls of landing gears and estimations related to accounting of maintenance provision due to overhauls of leased aircraft and engines, which the Group paid to a third party. The change in the allowance for doubtful receivables may be analysed as follows: Opening balance as at 1 January Increase of allowance Decrease of allowance Decrease of allowance – writtenoff receivables Closing balance as at 31 December 2010 CZK’000 266,687 92,145 (33,024) 2009 CZK’000 31,490 249,313 (3,793) (19,263) (10,323) 306,545 266,687 The creation of the allowance relating to receivables in 2009 primarily relates to the lease of aircraft with the crew for a customer who did not fulfil the contracted obligations. The Company revalued the allowance to receivables denominated in foreign currencies at the balance sheet date. The revaluation is recognized in the profit and loss account as a change in allowances and provisions relating to operating activities. The revaluation of provision in the Company HOLIDAYS Czech Airlines, a.s. in the total amount of CZK 22,701 thousand is recognized in the profit and loss account as a financial expense together with the revaluation of relating receivables. Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 9.OTHER ASSETS annual report 2010 | 123 The principal shareholders exceeding 20% of the share capital are as follows: As at the balance sheet date, deferred expenses primarily represent finance lease payments for Airbus A319/A320 aircraft, aircraft and other property operating lease payments. As at the balance sheet date, accrued income largely includes air coupons of other airlines when the flights were realized by the Parent Company, for which the income will occur in the following period. 31 December 2010 % 31 December 2009 % 95.69 91.75 4.31 8.25 100 100 Ministry of Finance of the Czech Republic Other shareholders Based on the decision of the Parent Company General Meeting, held on 28 June 2010, the loss in the amount of CZK 3,756,125 thousand for 2009 was transferred to Accumulated Losses Brought Forward. 10. EQUITY Authorized and Issued Share Capital No. Ordinary shares in nominal value CZK 5 thousand each, fully paid 1,047,102 31 December 2010 CZK’000 5,235,510 No. 547,102 31 December 2009 CZK’000 Revaluation of Assets and Liabilities The Group records the fair value remeasurement of assets in equity as follows: 2,735,510 As of 3 May 2010, the Government of the Czech Republic approved the capitalization of the state receivable related to the loan provided by OSINEK, a.s. “in liquidation” (Note 12). Based on the decision of the extraordinary General Meeting held on 20 May 2010, the share capital of the Parent Company was increased by the monetary contribution with a subscription of 500 thousand pieces of new ordinary shares with a nominal value of CZK 5 thousand per share by the Ministry of Finance of the Czech Republic. At the same time, the offsetting agreement was signed to offset the receivable from the Ministry of Finance of the Czech Republic relating to the loan provided by OSINEK, a.s. “in liquidation” and receivable of the Company for payment of the new shares’ issue price. By this agreement, CZK 2,500,000 thousand was transferred from liabilities to equity. The change was recorded in the Commercial Register on 19 July 2010. Commodity derivatives – swaps Replaced commodity derivatives – swaps Currency derivatives – forwards Currency derivatives – forwards (hedging aircraft) Deferred tax asset / (liability) Other 31 December 2010 CZK’000 31 December 2009 CZK’000 73,572 1,003 4,062 (13,738) (135,576) (414,702) (462,629) 115,497 4 (340,127) (492,380) Revaluation of assets and liabilities includes: commodity derivatives with a negative impact on revaluation in the amount of CZK 0 thousand as at 31 December 2010 (as at 31 December 2009: CZK 13,738 thousand); the derivatives will be recognized in the profit and loss account as an expense in the periods during which the hedged item affects the profit and loss account (fuel expenses); and ▶ currency derivatives with a negative impact on revaluation in the amount of CZK 414,702 thousand as at 31 December 2010 (as at 31 December 2009: CZK 462,629 thousand), which were already settled and the loss is accrued to finance lease expenses over the duration of the finance lease of aircraft. ▶ replaced Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 annual report 2010 | 124 11.PROVISIONS Fixed assets repairs CZK’000 Personal costs CZK’000 Frequent Flyer Programme CZK’000 Closing balance as at 1 January 2009 1,598,102 262,879 94,696 25,409 Increase in the year Released in the year Used in the year 347,442 (120,446) (528,047) 423,954 (261,705) (79,664) 320,085 (15,236) (17,462) 83 (25,409) 51,064 1,142,628 (422,796) (625,173) Closing balance as at 31 December 2009 1,297,051 345,464 382,083 83 51,064 2,075,745 Increase in the year Released in the year Used in the year 233,681 (121,508) (192,932) 136,945 (121,646) (233,572) 27,643 3,885 (83) 26,114 (28,199) 428,268 (243,237) (454,703) Closing balance as at 31 December 2010 1,216,292 127,191 381,527 3,885 77,178 1,806,073 For an analysis of the current and deferred income tax, see Note 16. The provision for repairs of tangible fixed assets includes provisions relating to planned checks of aircraft and engines and overhauls of engines and landing gears. Part of these provisions is recognized as tax-deductible in accordance with the Act on Provisions 593/1992 Coll. in the amount of CZK 127,326 thousand as at 31 December 2010 (as at 31 December 2009: CZK 198,792 thousand). In accordance with the Act on Provisions 593/1992 Coll., the Group creates taxdeductible provisions only for repairs of tangible assets owned by the Group. According to the amendment of this Act, the Group does not create any new taxdeductible provisions for repairs of tangible assets from 2009. Remuneration of the Parent Company Management team, which resigned in October 2009, also included the ‘OK Bonus’. A provision was recognized for the estimated amount of the OK Bonus in the relevant reporting period. Following the finalization of the financial statements under International Financial Reporting Standards as adopted by the EU for the year ended 31 December 2009, the final amount of the OK Bonus was determined by an independent advisory firm for the Income tax provision CZK’000 Other CZK’000 Total CZK’000 1,981,086 entire 2006 – 2009 period. Based on the calculation, the provision was released in the amount of CZK 112,282 thousand during 2010. As of 31 December 2009, the provision recognized in accounting records remained the same as at 31 December 2008 (i.e. in the amount of CZK 120 million). The amount of the OK Bonus was not possible to estimate with reasonable certainty as of the date of 2009 financial statements completion due to an uncertainty related to the interpretation of the mechanism of the calculation, which is prepared by an independent advisory firm, although the Parent Company Management performed a detailed analysis of the OK Bonus amount calculation. The other provision represents a provision for prematurely terminated lease and other contracts, a provision for the loss from sale of the aircraft B737 and a provision for legal disputes. Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 12. LIABILITIES Long-Term Payables Long term prepayments received Interest rate swaps Other payables 31 December 2010 CZK’000 31 December 2009 CZK’000 1,139 53,996 1,318 1,319 58,051 633 56,453 60,003 Short-Term Payables Trade payables Other payables Estimated payables - current - overdue - current 31 December 2010 CZK’000 31 December 2009 CZK’000 1,119,693 10,791 1,364,382 6,354 1,130,484 1,370,736 44,933 2,725,517 1,160,469 1,792,049 Trade and other payables have not been secured by the Group’s assets. Short-term trade payables overdue comprise of liabilities under complaint procedures. Payables overdue more than 180 days amounted to CZK 4,356 thousand as at 31 December 2010 (2009: CZK 6,351 thousand). As at 31 December 2010, the Group records liabilities for social security and health insurance amounting to CZK 76,691 thousand (as at 31 December 2009: CZK 69,451 thousand). The recorded payables are not overdue. The Group has no tax arrears to the relevant tax authority. As of 31 December 2009, the other liabilities also contain a non-banking loan in the amount of CZK 2,500,000 thousand provided by the Ministry of Trade and annual report 2010 | 125 Industry of the Czech Republic. The loan was provided by OSINEK, a.s. “in liquidation” during 2009 and was due for repayment in November 2010. According to the agreement dated 29 September 2009, the loan was transferred from OSINEK, a.s. “in liquidation” to the Ministry of Trade and Industry of the Czech Republic. As at 14 May 2010, the right to manage the receivable was transferred to the Ministry of Finance of the Czech Republic (Note 10). The loan carried a variable interest rate based on PRIBOR. In 2010, the interest rate fluctuated between 4.43% and 4.54% p.a. (2009: 4.90% and 5.52% p.a.). The Government instructed the Ministry of Finance, in cooperation with the Chairman of the Office for Protection and Competition, to ensure the notification of the Restructuring Plan to the European Commission, which is undertaking a review relating to the loan provided by OSINEK, a.s. “in liquidation”. Other short-term payables also comprise of the fair value of derivatives as follows (Note 14): Currency swaps Currency forwards Commodity swaps 31 December 2010 CZK’000 31 December 2009 CZK’000 1,364 1,166 146,395 37,383 1,364 184,944 Estimated payables represent the volume of services provided to the Group in terms of aircraft operation (for example, aviation fuel, handling, landing, navigation), not yet invoiced as at the balance sheet date. Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 annual report 2010 | 126 13.LOANS AND OTHER BORROWINGS 31 December 2010 CZK’000 Short-term bank loans due within 1 year Part of long-term loans due within 1 year Total loans due within 1 year Part of long-term loans due between 1 – 5 years Total loans and overdrafts 31 December 2009 CZK’000 132,352 40,851 53,700 40,851 186,052 27,234 68,085 68,085 254,137 Short-Term Bank Loans Purpose Operating loan Currency Balance at 31 December 2010 in currencies ’000 Balance at 31 December 2010 CZK’000 EUR Balance at 31 December 2009 in currencies ’000 Balance at 31 December 2009 CZK’000 5,001 132,352 132,352 Total Interest rates relating to bank loans are variable on the basis of PRIBOR. The level of interest rates relating to short-term bank loans fluctuated between 3.12% and 4.15% p.a. in 2010 (2009: between 0.90% and 5.54% p.a.). Long-Term Bank Loans Purpose Financing of B737 aircraft Medium-term operating loan Currency USD CZK Total Interest rates relating to bank loans are variable on the basis of PRIBOR or LIBOR. The level of interest rates fluctuated between 4.25% and 4.56% p.a. in 2010 (2009: between 3.46% and 5.11% p.a.). Balance at 31 December 2010 in currencies ’000 Balance at 31 December 2010 CZK’000 Balance at 31 December 2009 in currencies ’000 Balance at 31 December 2009 CZK’000 68,085 68,085 700 108,936 12,849 108,936 68,085 121,785 Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 Schedule of repayments of long-term bank loans (CZK thousand): Purpose Medium-term operating loan Currency 2011 2012 Total CZK 40,851 27,234 68,085 Security of long-term bank loans: Purpose Financing of B737 aircraft Medium-term operating loan Form of collateral promissory notes Full Flight Simulator Boeing B737 and MFTD A320 Simulator (Note 5) annual report 2010 | 127 Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 annual report 2010 | 128 14.DERIVATIVE FINANCIAL INSTRUMENTS The fair value of commodity and financial derivatives is presented in “Other receivables” if positive, or in “Other payables” if negative. The derivatives can be analysed as follows: Trading derivatives Interest rate swaps Currency swaps 31 December 2010 Fair value Nominal amount CZK’000 Positive Negative CZK’000 CZK’000 53,996 31 December 2009 Fair value Nominal amount CZK’000 Positive Negative CZK’000 CZK’000 781,071 436 58,051 1,166 961,316 582,931 53,996 781,071 436 59,217 1,544,247 1,364 150,360 146,395 433,978 10,818 119,997 41,445 37,383 2,094,619 1,821,876 750,564 Cash flow hedges Currency forwards Commodity collar Commodity swaps Total derivatives 2,368 73,572 75,940 1,364 584,338 172,260 183,778 4,667,059 75,940 55,360 1,365,409 172,696 242,995 6,211,306 The Group is exposed to fluctuations in fuel prices, interest rates and foreign exchange rates. In recognition of this fact, it is the Company’s policy to (i) balance any such risks internally as far as possible, (ii) control net positions in a way to produce the optimum effect on net income and (iii) hedge open positions wherever it is deemed necessary. The Group identifies particular future cash flows for which a hedging derivative instrument is arranged/concluded. While the Group designates all derivatives for the purpose of the economic hedge, the Group has certain derivative transactions, which provide effective economic hedges under the Group’s risk Management strategy, but hedge accounting is not applied to them. These are largely short-term derivative transactions and the application of hedge accounting would not have a significant impact on the financial statements while resulting in a significant administrative burden for the Group or some of the hedge accounting criteria are not met (for example, effectiveness). These derivatives are therefore presented as trading derivatives in the table above. Fair value changes of the trading derivatives are recognized in the profit and loss account. Fair value changes of the above-described cash flow hedging instruments are recognized in the “Gains and losses from the revaluation of assets and liabilities” within equity until the hedged items affect the profit and loss account. The “Gains and losses from the revaluation of assets and liabilities” in equity only includes the intrinsic value of currency options that hedge cash flows. Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 15.OTHER LIABILITIES Deferred income includes amounts received from sold traffic documents that were not yet realized as at the balance sheet date, i.e. were not yet flown on. Within the delivery of twelve Airbus A320/A319 aircraft, the Parent Company acquired certain fixed assets without consideration as part of delivery in 2010 and 2009. These fixed assets are capitalized as part of tangible fixed assets upon the delivery and depreciated in accordance with the depreciation plan. The total revenue from these fixed assets received for free is deferred and amortized through the deferred income account over the period of the finance lease to the profit and loss account as an item decreasing the finance lease expenses. annual report 2010 | 129 Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 annual report 2010 | 130 16.TAXATION During the 2010 tax period, the Group recognized the income tax provision in the amount of CZK 3,885 thousand. During the 2009 tax period, the income tax was CZK 83 thousand. In 2009, the income tax provision in the amount of CZK 25,409 thousand was released after the determination of the actual tax payable for 2008. The deferred tax asset/(liability) is calculated at the 19% tax rate (2009: 19%). The deferred tax asset/(liability) can be analysed as follows: Deferred tax liability: Difference between tax and accounting net book values of fixed assets Hedging derivative instruments – short-term Hedging derivative instruments – long-term Deferred tax asset: Difference between tax and accounting net book values of fixed assets Allowances Provisions Hedging derivative instruments – short-term Hedging derivative instruments – long-term Tax losses Net deferred tax asset / (liability) Recognized deferred tax assets / (liability) A deferred tax asset of CZK 115,497 thousand as at 31 December 2009 relating to items recorded directly to equity was recorded to equity (Note 10). In 2010, the deferred tax asset in the amount of CZK 115,497 thousand was derecognized. The total deferred tax asset in the amount of CZK 988,046 thousand was not recognized as the Group does not have reasonable certainty that the amount will be Equity CZK’000 31 December 2010 Profit and loss account CZK’000 Equity CZK’000 31 December 2009 Profit and loss account CZK’000 (7,026) (560) (7,026) (560) 57,712 98,084 318,162 42,642 135,109 356,396 (14,429) (14,429) 259 78,794 27,597 87,900 457,475 79,053 931,433 115,497 534,147 64,624 924,407 115,497 533,587 (985) 115,497 (560) recoverable in following periods. The Group recognized the deferred tax liability in the amount of CZK 985 thousand (2009: CZK 560 thousand). The deferred tax liability is not possible to settle with the deferred tax asset within the Group’s tax base. Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 17.REVENUE ANALYSIS 2010 CZK’000 2009 CZK’000 46,622 573,430 Regular transportation - international - domestic 11,024,110 137,147 12,354,819 179,689 Charter services - international 1,493,472 2,386,610 Other services Security and fuel fee Service fee Operational handling fee and airport taxes Maintenance provision release Settlement of unused traffic documents Services - foreign countries 2010 | 131 18.COST OF MATERIALS, ENERGY AND SERVICES Revenue from ordinary activities has been generated as follows: Sales of goods annual report 908,207 1,383,578 1,961,745 84,936 2,055,235 104,268 485,382 492,659 396,942 301,648 367,620 549,112 16,859,561 19,807,618 The Group’s revenues were generated by conducting business with a number of clients in 2010 and 2009. The major clients are as follows: ▶ airlines that have contracts with the Group for mutual provision of transport services, optionally bi-lateral contractual arrangements of non-transportation services (for example, aircraft repairs, handling, etc.); ▶ travel agencies and individuals who buy transport services; and ▶ other buyers – non-airlines that buy non-transportation services. Consumed materials Energy Repairs and maintenance Travel expenses Services related to transport Distribution, selling and check-in services Noise, navigation, landing, parking fees Ground handling services Services for passengers (refreshment, etc.) Finance leases Operating leases of aircraft including maintenance provision Mandatory audit of the financial statements Other services 2010 CZK’000 2009 CZK’000 4,050,061 100,247 1,016,713 208,145 682,349 5,749,330 97,895 1,364,631 325,526 1,118,392 708,765 764,431 2,180,940 2,488,130 898,180 885,116 614,316 561,753 1,325,326 1,325,881 1,131,969 1,295,927 6,051 3,009 1,332,133 1,617,596 14,255,195 17,597,617 The item “Other services” includes temporary allocation of employees, rent of residential and non-residential premises, telecommunication and marketing services, legal and consultancy services. Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 19.EMPLOYEE ANALYSIS Employee numbers 2010 2009 Average number of members of the Management Average number of staff 32 38 4,687 5,034 4,719 5,072 The Management includes the Top Management (level B) and Management (level B-1). 2010 Wages and salaries Social security costs Other social costs Management CZK’000 Other staff CZK’000 Total CZK’000 55,387 14,226 566 2,745,572 824,523 72,245 2,800,959 838,749 72,811 70,179 3,642,340 3,712,519 129,849 14,181 2,009 3,682,092 917,068 134,929 3,811,941 931,249 136,938 146,039 4,734,089 4,880,128 2009 Wages and salaries Social security costs Other social costs Total staff costs are reported without remuneration granted to members of statutory authorities and staff costs abroad. Staff costs abroad include personal costs of local staff and representatives at business representations of the Group in foreign countries. They are reported separately in the profit and loss account. annual report 2010 | 132 Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 annual report 2010 | 133 Remuneration granted to members of statutory authorities and the Company’s Management are stated as follows: 2010 Board of Directors/ Managing Director CZK’000 Supervisory Board CZK’000 3,100 1,619 363 303 204 245 1,788 4,346 Remuneration Personal cars/other movable and immovable assets available for personal usage (the amount increases the tax base of employees) Other benefits (responsibility of statutory authorities insurance) Other members of the Management CZK’000 Total CZK’000 838 1,504 4,719 449 2009 Remuneration Personal cars/other movable and immovable assets available for personal usage (the amount increases the tax base of employees) Other benefits (responsibility of statutory authorities insurance) 527 485 20. OTHER OPERATING INCOME Subsistence allowance Income from advertisement Income from sold and written-off receivables Income from intermediary activities Income from slot exchange Settlement of shortages and losses Government grants and public support Income from re-invoicing Other 2010 CZK’000 2009 CZK’000 1,916 17,716 227 4,094 486,162 8,595 40,691 18,623 77,898 3,088 14,118 425 4,215 46,022 29,309 21,205 40,972 655,922 159,354 The item “Other” includes income from insurance indemnification for damage relating to landing gear overhaul and income from invoicing for the undesirable passengers. In 2010, the Parent Company exchanged the landing and take-off slots at the London Heathrow destination. The income in the amount of CZK 486,162 thousand was realized. 6,134 1,083 1,610 485 Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 21. OTHER OPERATING EXPENSES Fines and penalties Write-offs of receivables Insurance Denied boarding compensation Wages and salaries settlement (e.g. termination benefits, injury compensation) Compensations to passengers (e.g. hotel accommodation, refreshment and phones in the case of flight cancellation, rebooking, etc.) Marketing expenses Shortages and damages Other 2010 | 134 23. OTHER FINANCIAL EXPENSES 2010 CZK’000 2009 CZK’000 68,437 29,306 89,475 27,436 121,226 11,698 98,712 21,645 2,068 1,934 45,399 31,538 5,269 11,527 22,463 11,558 15,510 57,279 301,380 371,100 In 2010, the item “Other” contains the brokerage from the sale of aircraft and other non-taxable expenses. In 2009, the item “Other” represents the disposal of rotables in the amount of CZK 18,701 thousand. Foreign exchange losses Expenses from derivative financial instruments Bank charges for transaction payments made by credit cards Other 2010 CZK’000 2009 CZK’000 672,232 269,162 1,116,791 941,057 93,189 102,391 16,605 22,976 1,051,188 2,183,215 24. EXTRAORDINARY INCOME AND EXPENSES Extraordinary income and expenses relate to the sale of part of the Company’s business Duty Free. The income from the sale was in the amount of CZK 767,195 thousand and the carrying amount of assets and liabilities of the sold part was CZK 59,177 thousand. 25. RELATED PARTY TRANSACTIONS 22. OTHER FINANCIAL INCOME Foreign exchange gains Income from derivative financial instruments Other annual report The Group was involved in the following related party transactions: 2010 CZK’000 2009 CZK’000 564,013 220,105 987,566 1,115,398 942 784,118 2,103,906 Revenue Other related companies Letiště Prague, a.s. (former Správa Letiště Prague, s.p.) ČEZ, a.s. 2010 CZK’000 2009 CZK’000 1,098,720 612,794 102 1,098,822 612,794 Revenues received from ČEZ, a.s. represents the interest income from the promissory notes issued by ČEZ, a.s. (Note 6). Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 Expenses Other related companies Letiště Prague, a.s. (former Správa Letiště Prague, s.p.) 2010 CZK’000 2009 CZK’000 1,772,257 264,821 1,772,257 264,821 The following related party balances were outstanding at: Receivables Other related companies Letiště Prague, a.s. (former Správa Letiště Prague, s.p.) Payables Other related companies Letiště Prague, a.s. (former Správa Letiště Prague, s.p.) 31 December 2010 CZK’000 31 December 2009 CZK’000 7,544 114,352 7,544 114,352 31 December 2010 CZK’000 31 December 2009 CZK’000 324,721 423,776 324,721 423,776 The following related party balances of provided and received loans were outstanding at: Received loans – short-term Ministry of Trade and Industry of the Czech Republic (Note 12) 31 December 2010 CZK’000 31 December 2009 CZK’000 2,500,000 annual report 2010 | 135 Company cars are available to members of Management and to members of the Board of Directors (Note 19). Total remuneration for the members of the Board of Directors, Managing Director and the members of the Supervisory Board is disclosed in Note 19. Besides the above-stated remuneration and benefits, there were no other considerations provided to the Group’s shareholders, members of the Company’s boards and the Management in 2010 and 2009. In 2009, land in the ‘North’area at the Prague – Ruzyně airport was purchased from Letiště Prague, a.s. (Note 5). Správa Letiště Prague, s.p. has been transformed into Letiště Prague, a.s. This entity, as well České aerolinie a.s., is owned by the Czech state. In 2010, the sale of Hangar F, land around Hangar F and land around the APC administration building was realized to Letiště Prague, a.s. Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 annual report 2010 | 136 26. COMMITMENTS The Company has the following future commitments with respect to operating leases of 20 aircraft as at 31 December 2010 (as at 31 December 2009: 22 aircraft): Total amounts paid at 31 December 2009 Total amounts paid at 31 December 2010 Outstanding amounts payable within one year Amounts payable after more than one year 39,001 165,093 68,456 19,922 69,594 41,972 27,811 85,366 50,525 9,153 16,242 8,554 2,037 63,485 9,377 USD ’000 272,550 131,488 163,702 33,949 74,899 CZK ’000 5,110,585 2,465,531 3,069,576 636,578 1,404,431 Total amounts paid at 31 December 2009 Total amounts paid at 31 December 2010 Outstanding amounts payable within one year Amounts payable after more than one year Aircraft Currency Boeing B737 Airbus A310/ A320/A321/A319 ATR 42 USD ’000 USD ’000 USD ’000 Total Total* Total lease payments *For the conversion from USD to CZK, the rate of the Czech National Bank as at 31 December 2010 was used. Except for the future commitments with respect to operating leases, the Company has the following future commitments with respect to non-residential premises: Rent Currency Total lease payments Non-residential premises Non-residential premises** EUR ’000 CZK ’000 3,702 3,023,642 397 220,134 1,160 345,991 726 124,579 1,816 2,553,072 Total * CZK ’000 3,116,414 230,083 375,061 142,772 2,598,581 * For the conversion from EUR to CZK, the rate of the Czech National Bank as at 31 December 2010 was used. ** Non-residential premises – amounts payable after more than one year include the rent of real estate with the contractual rental period of 20 to 30 years. The Group will purchase eight Airbus A319 aircraft in 2011 – 2014, in the total official list price value of USD 586,786 thousand as at the delivery date. The actual price will be set in accordance with the contract signed in 2005. The Group has no other undisclosed significant commitments. Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 annual report 2010 | 137 27. CONTINGENT ASSETS AND LIABILITIES 28. CASH FLOW STATEMENT In 2008, the Parent Company concluded an agreement on future contracts for establishing the easement relating to the land in the Ruzyně airport area in the total amount of CZK 149,630 thousand. The conclusion of the contracts for the establishment of the easement and also the settlement of the purchase price are linked to the fulfilment of legal acts in the future (for example, a legally valid building permit). The Company has prepared the cash flow statement using the indirect method. Cash equivalents represent short-term liquid investments, which are readily convertible for a known amount of cash, i.e. all short-term financial assets. Cash flows from operating, investment and financial activities presented in the cash flow statement are not offset. Contingent liabilities are incurred by the Group from the activities disclosed in Notes 5 and 26 and from the Group’s impact on the environment. 29. SUBSEQUENT EVENTS The Group applies an environmental policy under which the impacts of its activities on the environment are monitored specifically in the following areas: ▶ treatment of solid and liquid waste; ▶ air pollution; and ▶ noise from airline activities. The Group is a defendant in several legal disputes. The Group’s Management believes that the outcome of these suits will not have a material effect. The Group has a provision for some legal disputes (Note 11). The Group is additionally dealing with certain of its receivables from bankrupt debtors through the court system. There are guarantees drawn in favour of the Group especially to secure cash received from sales of traffic documents by agencies and to secure future repairs connected with delivered construction contracts. The Group further issued bank guarantees to secure customs liabilities and other parties related to operating activities. As of 19 January 2011, the Government Resolution decided to privatize a part of assets of Správa Letiště Prague, s.p. by contribution to Český Aeroholding, a.s. The Company was established as of 11 March 2011. As of 1 January 2011, the Company transferred the activities and employees of the Customs Department and the Waste and Water Management Department to its subsidiary, Czech Airlines Technics, a.s. As of 1 January 2011, the Company transferred a part of activities and employees of the Revenue Accounting Department to its subsidiary, CSA Services, s.r.o. As of 1 January 2011, IT employees were transferred to Letiště Prague, a.s. In January 2011, the Board of Directors of HOLIDAYS Czech Airlines, a.s. decided to lease two Airbus A320 aircraft in the year 2011. The Group has insured its assets including aircraft and liability for damage. The Group is not aware of any breaches of applicable standards that may trigger significant sanctions or any other charges. The Group’s Management is not aware of any other significant unrecorded contingent liabilities as at 31 December 2010 and 2009. In January 2011, the Company sold the B737 aircraft. The revenues amounted to CZK 128,026 thousand and resulted in a carrying amount of CZK 110,059 thousand. As of 15 February 2011, the Commercial Register deleted Mr. Tomáš Uvíra, a member of the Company’s Supervisory Board, whose membership in the Supervisory Board ended as of 31 January 2011. Notes to the Consolidated Financial Statements For the Year ended 31 December 2010 As of 15 February 2011, the Company’s Board of Directors decided to transfer the landing gears division to the Czech Airlines Landing Gears, s.r.o. subsidiary, which was established by the decision of the Board of Directors on 11 April 2011. As of 1 April 2011, the structure of the Parent Company Supervisory Board was changed. Mr. Michal Mejstřík remained as the Chairman of the Supervisory Board, Mr. Petr Matoušek became the Vice-Chairman of the Supervisory Board and Mr. Josef Maurer became a member of the Supervisory Board. Mr. Tomáš Brabec and Mr. Radomil Kratochvíl were recalled from the position of members of the Supervisory Board. Mr. Miroslav Dvořák, chairman, and Mr. Josef Adam, member, were recalled from the Board of Directors. As of 11 April 2011, the structure of the Parent Company Board of Directors was changed. Mr. Philippe Moreels became the Chairman, Mr. Marek Týbl became the Vice-Chairman and Mr. Jiří Marek remained a member of the Board of Directors. These consolidated financial statements were prepared on 6 May 2011. Statutory body of the reporting entity Philippe M. Moreels Chairman of the Board of Directors Marek Týbl Vice-Chairman of the Board of Directors annual report 2010 | 138 CZECH AIRLINES AIRCRAFT FLEET – OVERALL OPERATIONAL INDICATORS NON-FINANCIAL INDICATORS - ABSOLUTE Registered number of aircraft Average number of aircraft Form of ownership Average age of aircraft Kilometres flown Net flying hours Block flying hours Number of take-offs Number of passengers Converted tonne-kilometres used (000) Converted tonne-kilometres offered (000) Passenger-kilometres flown (000) Passenger-kilometres offered (000) Aviation fuel consumption in tonnes NON-FINANCIAL INDICATORS - RELATIVE Daily aircraft use Average stretch length (km) Average stretch length (hours) Average speed (km/h) Average payload of aircraft (kg) of which goods, mail (kg) i.e. in % Average payload offered (kg) % of total offered capacity % use of total offered capacity* Average number of PAX Average number of seats offered % use of seat capacity % use of seats capacity* Average taxiing time (min.) Aviation fuel consumption (kg) Aviation fuel consumption (g) per offered passenger-kilometre * Actual results of previous year A310 A319 A320 A321 B737 B734 B735 AT72 AT42 1.21 8 7.76 8 8.00 2 2.00 1.54 4.37 9 9.93 4 4 4.00 4 8 8.00 1 1,408 731,370 899.67 915.61 946.19 966.84 119 13,707 10,535 14,962 117,041 147,373 4,586 6 2 2.58 19,618,914 19,679,345 28,450.83 28,490.61 33,004.41 33,058.71 14,220 1,231,289 166,608 308,555 1,758,114 2,528,477 68,743 6 2 5.65 17,353,817 18,746,470 26,851.76 26,869.18 31,276.68 31,308.58 13,051 1,406,546 196,395 324,412 2,084,336 2,884,060 70,505 2 13.59 353,269 2,753,191 3,838.07 3,843.55 4,306.20 4,313.03 1,564 222,336 39,568 56,880 433,365 578,281 11,887 144,910 2,413,173 3,400.08 3,406.28 3,797.27 3,805.76 1,327 152,598 27,801 35,819 308,352 390,111 9,160 2,784,334 2,891,415 4,406.27 4,451.62 5,226.95 5,281.27 2,548 237,950 25,528 43,638 275,985 403,673 11,415 5 16.06 12,516,721 12,631,831 19,750.54 19,785.95 23,813.94 23,863.52 13,865 970,363 84,534 156,546 902,432 1,306,841 48,897 18.80 3,374,932 3,376,315 8,872.28 8,999.14 10,181.99 10,324.98 7,417 298,246 12,678 19,687 138,068 214,942 5,911 7 7.88 6,155,025 6,409,753 16,485.51 16,525.81 19,037.74 19,089.52 15,144 424,114 16,845 26,795 183,833 294,594 10,869 2 2 9 6,146 7.7 8.1 799 756 14,404 2 0.01 20,457 70 58 160 202 79 78 26 5,009 4,744 10 12 12 1,384 2.0 2.3 691 595 8,466 426 5.03 15,679 54 49 89 128 70 63 19 2,413 2,079 9 11 11 1,436 2.1 2.4 698 599 10,476 470 4.48 17,305 61 59 111 154 72 69 20 2,624 2,252 5 6 9 1,760 2.5 2.8 716 638 14,372 205 1.43 20,660 70 72 157 210 75 78 18 3,093 2,756 6 7 7 1,819 2.6 2.9 708 634 11,521 20 0.18 14,843 78 70 128 162 79 73 18 2,689 2,407 3 3 6 1,135 1.7 2.1 650 547 8,829 238 2.70 15,092 58 58 95 140 68 67 20 2,564 2,161 5 7 8 911 1.4 1.7 638 529 6,692 262 3.92 12,393 54 51 71 103 69 65 18 2,471 2,049 6 7 8 455 1.2 1.4 375 327 3,755 75 1.99 5,831 64 59 41 64 64 59 11 657 573 6 7 7 423 1.1 1.3 388 336 2,628 47 1.78 4,180 63 56 29 46 62 57 10 658 569 316 0.9 1.1 355 292 1,909 1 0.04 2,998 64 57 21 33 64 56 12 439 360 31 27 24 21 23 28 37 28 37 37 – own – financial leasing – operational leasing – regular transport – total – productive – total – productive – total – from net time – from block time – from block time* – from net time – from block time – from net time – from block time – per net hour – per block hour annual report LEASE 1,015,685 1,015,685 2,858.72 2,858.72 3,482.72 3,482.72 3,215 65,601 1,939 3,045 21,538 33,533 1,255 BSA 39,006 10,778 14,596 119,754 162,174 74 51 19 25 74 51 2010 | 139 IN TOTAL 39 46.81 9 12 18 9.63 63,319,015 70,648,548 115,813.73 116,146.47 135,074.09 135,494.93 72,470 5,061,756 593,208 1,004,935 6,342,818 8,944,059 243,230 7 8 9 975 1.6 1.9 608 521 8,397 1,296 15.43 14,224 59 57 79 111 71 68 16 2,094 1,795 27 CZECH AIRLINES COMMERCIAL TRANSPORTATION PERFORMANCE – 2010 Flights Km flown 000 Hours sold net Number of passengers transported 000 Passenger-kilometres flown 000 000 Seating capacity used tkm used including cargo flights 000 000 Cargo tkm used including cargo flights 000 000 Offered capacity used including cargo flights total ITR* DT** total ITR DT total ITR DT total ITR DT total ITR DT total ITR DT total ITR DT total ITR DT total ITR DT * ITR – International Transport, ** DT – Domestic Transport Note: The table shows the total for Czech Airlines a.s. and HOLIDAYS Czech Airlines (fleet incl. OK-WGX/-WGY, regular transport performance for months January through December 2010, charter transport for the months January through September 2010. In 10/2010 the subsidiary Company for charter transport HOLIDAYS Czech Airlines a.s. acquired the Certificate of a Flight Operator with own ICAO code HCC. 2010 35,978.0 34,003.5 1,974.5 70,648.5 69,681.5 967.0 115,813.7 113,049.7 2,764.0 5,061.8 4,975.5 86.3 6,342.8 6,320.9 21.9 70.9 71.0 53.5 597.7 595.7 2.0 26.9 26.9 0.0 58.7 58.8 52.6 annual report 2010 | 140 REPORT OF THE STATUTORY BODY OF THE Company relations between interconnected persons in accordance with § 66a) (9) OF THE COMMERCIAL CODE Section I. ENTITIES IN THE GROUP 1. Controlled Entity Czech Airlines a.s. registered office at Prague 6, Letiště Ruzyně, post code 160 08, ID No.: 45795908 entered in the Commercial Register administered by the Municipal Court in Prague, Section B, File No. 1662 (hereinafter referred to as the “controlled entity”). The controlled entity is a trading Company engaged mainly in commercial air transportation. The subject of business is specified in the Company regulations. annual report 2010 | 141 3. Interconnected Entities 1. Company:Exportní garanční a pojišťovací společnost, a.s. registered office at 111 21 Prague 1, Vodičkova 34/701 ID No.: 45 27 93 14, entered in the Commercial Register administered by the Municipal Court in Prague, Section B, File No. 1619 The Company is engaged mainly in the insurance business according to the Act on Insurance, specifically branches 14, 15 and 16 of non-life insurance etc. The subject of business is further specified in the Regulations of the company. Czech Republic – Ministry of Finance registered office at Letenská 525/15, 118 10 Prague 1, ID No. 00006947 (hereinafter referred to as the “controlling entity”). 2. Company:Severočeské mlékárny, a.s. Teplice of registered office at 415 03 Teplice, Libušina 2154 ID No.: 48 29 17 49, entered in the Commercial Register administered by the Regional Court in Ústí nad Labem, Section B, File No. 438 The Company is engaged mainly in the production of milk and related products. The subject of business is further specified in the Regulations of the company. The Ministry is a central body of the state administration constituted by the Czech National Council Act No. 2/1969, on the establishment of the ministries and other central bodies of the state administration of the Czech Republic, as amended (hereinafter referred to as the “Competence Act”). 3. Company:KONAX a.s. - v likvidaci (in liquidation) registered office at Jihlava, Křižíkova 17, ID No.: 46 34 78 01 entered in the Commercial Register administered by the Regional Court in Brno, Section B, File No. 807 The Ministry’s main activities stem from the scope set by the Competence Act. In accordance with Act No. 178/2005 Coll., on the abolition of the National Property Fund of the Czech Republic (hereinafter the Fund) and on the agencies of the Ministry of Finance of the Czech Republic in the privatization of the property of the Czech Republic, all the assets of the Fund passed to the state on 1 January 2006. As of the date of the abolition of the Fund the state assumed all the rights and obligations of the legal relations to which the Fund was a party. The Ministry of Finance is competent to manage the property passed to the state. Under this Act the Ministry of Finance of the Czech Republic acquired the shares of the controlled entity and exercises the shareholder rights. 4. Company:Ormilk, a.s. v likvidaci (in liquidation) registered office at 564 01 Žamberk, ID No.: 60 10 90 92, entered in the Commercial Register administered by the Regional Court in Hradec Králové, Section B, File No. 1043 The Company is mainly engaged in the production of milk and related products. The subject of business is further specified in the Regulations of the company. . 2. Controlling Entity REPORT OF THE STATUTORY BODY OF THE Company relations between interconnected persons in accordance with § 66a) (9) OF THE COMMERCIAL CODE 5. Company:Municipální finanční společnost a.s., abbreviated form MUFIS a.s. registered office at 110 00 Prague 1, Jeruzalémská 964/4 ID No.: 60 19 66 96, entered in the Commercial Register administered by the Municipal Court in Prague, Section B, File No. 2517 The Company is mainly engaged in production, sales, and services not mentioned in Annexes 1 to 3 of the Trades Licensing Act. The subject of business is further specified in the Regulations of the company. MFL, a.s. v likvidaci (in liquidation) Č registered office at 170 06, Prague 7, Janovského 438/2 ID No.: 25 54 18 89, entered in the Commercial Register administered by the Municipal Court in Prague, Section B, File No. 11886 The Company is mainly engaged in financial leasing. The subject of business is further specified in the Regulations of the Company. 6. Company: 7. Company: UNITEX a.s. Erased from the Commercial Register on 8 July 2009. 8. Company:Česká exportní banka, a.s. registered office at 111 21 Prague 1, Vodičkova 34/701 ID No.: 63 07 83 33, entered in the Commercial Register administered by the Municipal Court in Prague, Section B, File No. 3042 The Company is mainly engaged in the activities according to § 1 (1) of Act. No. 21/1992 a) receiving deposits from the public, and b) credit provision etc. The subject of business is further specified in the Regulations of the Company. 9. Company:ČEZ, a.s. registered office at 140 53 Prague 4, Duhová 2/1444 ID No.: 45 27 46 49, entered in the Commercial Register administered by the Municipal Court in Prague, Section B, File No. 1581 The Company is mainly engaged in energy generation; assembly, repairs and maintenance of electrical apparatus; production of low-voltage switchboards; revision of electrical apparatus; production and import of chemicals and chemical preparations annual report 2010 | 142 classified as flammable, injurious to health; etc. The subject of business is further specified in the Regulations of the Company. 10. Company:BH CAPITAL, a.s. registered office at 602 00 Brno, Příkop 843/4, ID No.: 00 54 66 82, entered in the Commercial Register administered by the Regional Court in Brno, Section B, File No. 230 The Company is engaged in auditing, accountancy etc. The subject of business is further specified in the Regulations of the Company. 11. Company: Teplotechna Prague, a.s. registered office at 113 39 Prague 2, Ječná 39 ID No.: 60 19 29 33, entered in the Commercial Register administered by the Municipal Court in Prague, Section B, File No. 2283 The Company is engaged in production, sales, and services not mentioned in Annexes 1 to 3 of the Trades Licensing Act. 12. Company: SEVAC a.s. v likvidaci (in liquidation) registered office at 281 63, District: Kolín, Kostelec nad Černými Lesy, Bohumile, ID No.: 60 19 29 68, entered in the Commercial Register administered by the Municipal Court in Prague, Section B, File No. 2291 The Company is mainly engaged in the research, development and production of immunological, biological, biochemical, chemical and pharmaceutical preparations, cosmetics, and other preparations linked to the principal production programs; and in supplying such products to customers. The subject of business is further specified in the Regulations of the Company. 13. Company:Výzkumný a zkušební letecký ústav, a.s. registered office at 199 05, Prague, Letňany, Beranových 130 ID No.: 00 01 06 69, entered in the Commercial Register administered by the Municipal Court in Prague, Section B, File No. 446 The Company is mainly engaged in research and development in natural, technical and social sciences. The subject of business is further specified in the Regulations of the Company. REPORT OF THE STATUTORY BODY OF THE Company relations between interconnected persons in accordance with § 66a) (9) OF THE COMMERCIAL CODE 14. Company:VIPAP VIDEM KRŠKO d.d. registered office at SI-8270 Krško, Tovarniška 18, Slovenia The Company is mainly engaged in the production of cellular tissue from wood or other fibrous materials and in the production of paper and paperboard. 15. Company: HOLDING KLADNO a.s. „v likvidaci“ (in liquidation) registered office at 272 00 Kladno, Cyrila Boudy 1444 ID No.: 45 14 44 19, entered in the Commercial Register administered by the Municipal Court in Prague, Section B, File No. 1335 The Company is engaged mainly in the production and sale of raw steel, fine sectional steel, intermediate and coarse-grained steel universal mill plates and drawn steel, tubular products, welded steel pipes (excluding precision welded steel pipes), and rolls for metal shaping. The subject of business is further specified in the Regulations of the Company. 16. Company: Hotelinvest a.s. registered office at 110 00 Prague 1, Nekázanka 4, ID No.: 00 25 19 76, entered in the Commercial Register administered by the Municipal Court in Prague, Section BXXXVI, File No. 83 The Company is mainly engaged in production, sales, and services not mentioned in Annexes 1 to 3 of the Trades Licensing Act. The subject of business is further specified in the Regulations of the Company. 17. Company: MERO ČR, a.s. registered office at 278 01 Kralupy nad Vltavou, Veltruská 748, ID No.: 60 19 34 68, entered in the Commercial Register administered by the Municipal Court in Prague, Section B, File No. 2334 The Company is engaged mainly in the production, installation and repair of electrical machines and apparatus and electronic and telecommunication devices, etc. The subject of business is further specified in the Regulations of the Company. annual report 2010 | 143 18. Company: ČEPRO, a.s. registered office at 170 04, Prague 7, Dělnická 213/12 ID No.: 60 19 35 31, entered in the Commercial Register administered by the Municipal Court in Prague, Section B, File No. 2341 The Company is engaged mainly in the production and manufacturing of fuels and lubricants; hazardous waste disposal; etc. The subject of business is further specified in the Regulations of the Company. 19. Company: PPP Centrum a.s. registered office at 128 00 Prague 2, Rašínovo nábřeží 42 ID No.: 00 01 34 55, entered in the Commercial Register administered by the Municipal Court in Prague, Section B, File No. 9672 The Company is engaged mainly in collection and dissemination of experience with public sector projects such as public-private partnerships, etc. The subject of business is further specified in the Regulations of the Company. 20. Company: PAL a.s. v likvidaci (in liquidation) registered office at 120 00 Prague 2 – Nové Město, Rašínovo nábř. 390/42, ID No.: 00 21 12 22, entered in the Commercial Register administered by the Municipal Court in Prague, Section B, File No. 614 The Company is mainly engaged in the Management of property intended for restitution and settlement of economic activities of the Company. The subject of business is further specified in the Regulations of the Company. 21. Company: Thermal – F, a.s. registered office at 360 01 Karlovy Vary, I.P.Pavlova 2001/11 ID No.: 25 40 17 26, entered in the Commercial Register administered by the Regional Court in Plzeň, Section B, File No. 813 The Company is engaged mainly in the operation of a private health facility with the following type and scope of care: physiatry, balneology and curative rehabilitation, provision of comprehensive inpatient and outpatient spa care (preventive, curative and rehabilitative), etc. The subject of business is further specified in the Regulations of the Company. REPORT OF THE STATUTORY BODY OF THE Company relations between interconnected persons in accordance with § 66a) (9) OF THE COMMERCIAL CODE 22. Company: STROJÍRNY TATRA Prague, a.s. v likvidaci (in liquidation) registered office at 155 21 Prague 5, Zličín, K metru 312 ID No.: 00 67 43 11, entered in the Commercial Register administered by the Municipal Court in Prague, Section B, File No. 226 The Company is engaged mainly in property letting without providing any other than basic letting-related services. The subject of business is further specified in the Regulations of the Company. 23. Company: STAVOCENTRAL, a.s. “v likvidaci“ (in liquidation) registered office at 128 00, Prague 2, Jaromírova 64 ID No.: 47 11 69 43, entered in the Commercial Register administered by the Municipal Court in Prague, Section B, File No. 1936 The Company is mainly engaged in hospitality activities and construction planning, etc. The subject of business is further specified in the Regulations of the Company. 24. Company: JUNIOR centrum, a.s. v likvidaci (in liquidation) registered office at 538 07, Seč, ul. Čs. Pionýrů 197 ID No.: 48 15 49 46, entered in the Commercial Register administered by the Regional Court in Hradec Králové, Section B, File No. 894 The Company is engaged mainly in hospitality activities, provision of accommodation services, etc. The subject of business is further specified in the Regulations of the Company. J UNIA s.r.o. “v likvidaci“ (in liquidation) registered office at 702 00, Ostrava, Stodolní 9, District Ostrava - město, ID No.: 45 78 87 40, entered in the Commercial Register administered by the Regional Court in Ostrava Section C, File No. 15852 The Company is engaged mainly in accounting and economics, and production, sales and services not mentioned in Annexes 1 to 3 of the Trades Licensing Act. The subject of business is further specified in the Regulations of the Company. 25. Company: annual report 2010 | 144 L etiště Prague, a. s. registered office at 160 08, Prague 6, K Letišti 6/1019 ID No.: 28 24 45 32, entered in the Commercial Register administered by the Municipal Court in Prague, Section B, File No. 14003 The Company is engaged mainly in the operation of the public international airport Prague Ruzyně, etc. The subject of business is further specified in the Regulations of the Company. 26. Company: Explosia a.s. registered office at 530 50, Pardubice, Semtín 107, ID No.: 25 29 15 81, entered in the Commercial Register administered by the Regional Court in Hradec Králové, Section B, File No. 1828 The Company is engaged mainly in explosives research, development, production, destruction, disposal, treatment, purchase and sale, etc. The subject of business is further specified in the Regulations of the Company. 27. Company: 28. Company: GALILEO REAL, k.s. registered office at 170 06, Prague 7, Janovského 438/2 ID No.: 26 17 52 91, entered in the Commercial Register administered by the Municipal Court in Prague, Section B, File No. 42738 The Company is engaged mainly in real estate agency and brokerage activities in the field of trade conducted as a free trade, etc. The subject of business is further specified in the Regulations of the Company. I MOB a.s. registered office at 170 06, Prague 7, Janovského 438/2 ID No.: 60 19 79 01, entered in the Commercial Register administered by the Municipal Court in Prague, Section B, File No. 2651 The Company is engaged mainly in real estate agency activities. The subject of business is further specified in the Regulations of the Company. 29. Company: REPORT OF THE STATUTORY BODY OF THE Company relations between interconnected persons in accordance with § 66a) (9) OF THE COMMERCIAL CODE 30. Company: PRISKO a.s. registered office at 170 06, Prague 7, Janovského 438/2 ID No.: 46 35 59 01, entered in the Commercial Register administered by the Municipal Court in Prague, Section B, File No. 1729 The Company is engaged mainly in the administration and settlement of assets and liabilities related to privatized property, etc. The subject of business is further specified in the Regulations of the Company. A list of companies controlled by the aforementioned interconnected entities is given in Annex 1 of this Report. Section II. Relations among ENTITIES IN THE GROUP 1.Manner of Control The controlling entity owns shares in the controlled entity; the aggregate percentage share of the controlled entity’s registered capital is 95.69%. 2.Personnel Links As of the date of this report is the controlled entity, acting with due managerial care, is cognizant that: ▶ I ng. Miroslav Dvořák, resided at Na Lysině 1181/6, Prague 4, Podolí, 147 00, has been the Chairman of the Board of Directors of the controlled entity since 19 October 2009 and at the same time Chairman of the Board of Directors of the interconnected entity Letiště Prague, a.s. since 14 November 2008. ▶M gr. Josef Adam, resided at U Radnice 456, Odolena Voda, 250 70, has been a member of the Board of Directors of the controlled entity since 19 October 2009, and at the same time was a member of the Board of Directors of Realitní developerská, a.s., a subsidiary of the interconnected entity Letiště Prague, a.s., from 19 December 2008, till 1 April 2010. ▶M gr. Roman Boček, MBA, resided at Zvole, Přední 372, 252 45, was a member of the supervisory board of the controlled entity since 24 June 2009, till 30 September 2010, and at the same time has been a member of the supervisory board of the interconnected entity Letiště Prague, a.s., since 15 April 2009. annual report 2010 | 145 3. Structure of the Interconnection Interconnected entities Percentage share Exportní garanční a pojišťovací společnost, a.s. Severočeské mlékárny, a.s. Teplice KONAX a.s. v likvidaci Ormilk a.s. v likvidaci Municipální finanční společnost a.s. zkr. MUFIS a.s. ČMFL, a.s. v likvidaci 40.00% 40.78% 44.10% 46.99% 49.00% 51.72% UNITEX a.s. 52.00% Česká exportní banka, a.s. 54.20% ČEZ, a.s BH CAPITAL, a.s. 69.37% 71.89% Teplotechna Prague, a.s. 73.52% SEVAC a.s. v likvidaci 78.86% České aerolinie a.s. 95.69% Výzkumný a zkušební letecký ústav, a.s. 92.16% VIPAP VIDEM KRŠKO d.d. HOLDING KLADNO a.s. v likvidaci Hotelinvest, a.s. MERO ČR, a.s. ČEPRO, a.s. PPP Centrum a.s. 96.50% 96.85% 100% 100% 100% 100% PAL a.s. 100% THERMAL – F, a.s. 100% STAVOCENTRAL, a.s. v “likvidaci“ JUNIOR centrum, a.s. v likvidaci 100% JUNIA s.r.o. v “likvidaci“ Letiště Prague, a.s. Explosia a.s. 100% 100% 100% GALILEO REAL, k.s. 100% IMOB, a.s. PRISKO a.s. 100% 100% Note In bankruptcy Erased from the TR, 8 July 2009. Abolishing of shares in CDCP 7/2010. Increase of the basic capital, entered in the TR, 6 August 2010. Bankruptcy abolished, 29 October 2009. Abolishing of shares in CDCP on 25 October 2010. Increase of the basic capital, 20 May 2010. Acquisition of shares, 18 October 2010 Liquidation of shares 1 December 2010. Proposition for erasure from Commercial Registry submitted. Increase of basic capital recorded into Commercial Register as per 20 October 2010 4 Liquidation proceedings started 15 October 2009. Liquidation proceedings started 15 October 2009. Decrease of the basic capital and limited partner’s contribution REPORT OF THE STATUTORY BODY OF THE Company relations between interconnected persons in accordance with § 66a) (9) OF THE COMMERCIAL CODE annual report 2010 | 146 section III. REFERENCE period the basis of the Contract on a Loan, was paid into the account of the Ministry of Finance and Ministry of Industry and Trade of the Czech Republic. This report was drawn up for the last fiscal period, i.e. the period between 1 January 2010 and 31 December 2010. Contracting parties: Letiště Prague, a.s.; Czech Airlines 2010/04810Subletting of Space in Hangar F 2010/04363 Drainage of Rainfall and Contaminated Water 2010/04377 Performance of Ordinary Maintenance and Ordinary Repairs 2010/04403 Provision of Reception Services 2010/04406 Maintenance of Buildings Owned by CSA 2010/04407 Maintenance of Buildings Rented by CSA 2010/04422Supply of Heat 2010/04460Lease of Commercial Space T1 2010/04464Lease of Parking Lot APC 2010/04498Lease Agreement HF 2010/04841Lease of Commercial Space T1 2010/04842Lease of Commercial Space T2 2010/04295Lease of Store DFR at T2 2010/04296Lease of Stores DFR at T1 and SO 2010/04323Tripartite Contract on the Transfer of Rights and Obligations from Contract 2005/01096 Tomáš Hejdánek 2010/04325Tripartite Contract on the Transfer of Rights and Obligations from Contract 2008/03050 Assa Abloy 2010/04326Tripartite Contract on the Transfer of Rights and Obligations from Contract Miroslav Jupa 2010/04327Tripartite Contract on the Transfer of Rights and Obligations from Contract 2006/02258 Jiří Čtvrtečka 2010/04328Tripartite Contract on the Transfer of Rights and Obligations from Contract 2005/01110 DELTA CVS 2010/04329Tripartite Contract on the Transfer of Rights and Obligations from Contract 2008/02880 EuroClean 2010/04330Tripartite Contract on the Transfer of Rights and Obligations from Contract 2005/00797 Milan Fiala 2010/04331Tripartite Contract on the Transfer of Rights and Obligations from Contract 2005/01177 Friml stavby 2010/04332Tripartite Contract on the Transfer of Rights and Obligations from Contract 2005/01097 Friml stavby section IV. contracts and agreements concluded between ENTITIES IN THE GROUP overview of contracts concluded in the REFERENCE period Contracts Concluded in Accordance with the Commercial Code Contracting parties: Czech Republic – Ministry of Finance; Czech Republic – Ministry of Industry and Trade; Czech Airlines, Contract on a Loan (as amended by Annexes 1 to 3). Agreement on Mutual Offsetting of Claims of 30 June 2010 Share Subscription Agreement between Czech Airlines and the Ministry of Finance of the Czech Republic of 28 June 2010 The Company OSINEK, a.s. “v likvidaci“ (in liquidation) assigned a claim on Czech Airlines established under the aforementioned Contract on a Loan (the “Claim”) to the Czech Republic – Ministry of Industry and Trade on the basis of a Contract on the Payout of a Deposit on a Liquidation Balance concluded on 29 September 2009. The assignment of the Claim was announced to Czech Airlines on 2 October 2009. On 14 May 2010, the right to manage the Claim was transferred to the Ministry of Finance of the Czech Republic on the basis of the record of Management of the assets between organizational agencies of the Government in accordance with § 19 (1) of Act No. 219/2000. The Claim to the value of CZK 2.5 billion was terminated on 30 June 2010 by an agreement on the mutual offsetting of claims and obligations concluded between CSA and the Ministry of Finance of the Czech Republic. The remaining part of the claim, consisting in accessories to the loan on REPORT OF THE STATUTORY BODY OF THE Company relations between interconnected persons in accordance with § 66a) (9) OF THE COMMERCIAL CODE 2010/04333Tripartite Contract on the Transfer of Rights and Obligations from Contract 2009/04278 OTIS 2010/04334Tripartite Contract on the Transfer of Rights and Obligations from Contract 2005/00917 Insprav 2010/04335Tripartite Contract on the Transfer of Rights and Obligations from Contract 2005/01104 Josef Mlinarik 2010/04336Tripartite Contract on the Transfer of Rights and Obligations from Contract 2005/00767 Karel Převor 2010/04337Tripartite Contract on the Transfer of Rights and Obligations from Contract 2005/01337 Schindler 2010/04338Contract on the Assignment of Rights and Transfer of Obligations from Contract 2009/03590 JaP Jacina 2010/04339Contract on the Assignment of Rights and Transfer of Obligations from Contract 2009/03653 Altron 2010/04461Lease of Commercial Space T2 2010/04388Fire Protection Services Hangar F 2010/04344Purchase Contract for Plots of Land by the APC Building 2010/04487Sale of HF and Adjacent Plots of Land 2010/04829the Assignment of Rights and Transfer of Obligations (Commitments) from a Contract Non-disclosure Agreement 2005/00121Storage of Articles Taken Away from Passengers 2005/00124Refreshment for Passengers 2005/00946Letting of Space for Waste Storage and Sorting - Interim Storage 2005/00947Lease of Plots of Land for Use of De-icing Fluid Tanks 2005/00951Operation of Charging Station 2005/00962Engine-Room Plot 2005/01213Gas Transit 2006/01683Letting of Parking Space 2006/01763Lease of Office Space in Terminal South 2006/02197Controlled Entries, Connecting Building 2007/02609Letting of Parking Places in HF 2008/03124Lease of Brake Room 2008/03126Lease of HB Plating Room 2008/03127Lease of HB Training Centre (including fire-fighting simulator and parking) annual report 2010 | 147 2008/03129Lease of HS Data Room 2008/03132Lease of Chadraba 2008/03133Lease of Chemicals Warehouse 2008/03136Contract on Lease of Engine Room I. (first underground floor, ground floor, first floor, sheet metal warehouse) 2008/03137Contract on Lease of Engine Room II. (second floor) 2008/03139Lease of Neutralization Station 2008/03144Lease of Accommodation Facility 2008/03319Termination of Easements, Handling Area for Aircraft by HE 2008/03321Agreement on a Future Contract on the Establishment of Easements HG 2008/03322Agreement on a Future Contract on the Termination of Easements 2008/03323Agreement on a Future Contract on the Termination of Easements HG 2008/03325Agreement on Future Contract on the Establishment of Easements 2 RWY 2009/03876Provision of CCTV Images in Real Time 2009/03877Supply of Metallic Circuit Cable Fixed Infrastructure Services 2009/03888Vehicle Wash and MMP 2009/04055Connection to the LP Distribution System 2009/04061Definition of Qualitative Parameters for Services Provided at Prague Airport 2009/04062Definition of Qualitative Parameters and Provision of Services at Prague Airport between LP, A.O.C, Menzies Aviation 2009/04073Provision of Drinking Water and Collection of Waste Water 2009/04088Lease of a Plot of Land for Parking of the DAKOTA Aircraft in front of APC 2009/04128Consent for the Performance of Changes in the Engine-Room 2009/04181Transit of Natural Gas by Pipeline 2009/04228Agreement on Mutual Payment Terms 2009/04229Lease of APC 2005/00097STA in Crystal Lounge 2005/00560Provision of Corporate Canteen at T1 2005/00950Gas Storage Facility 2005/00963Plot for the Construction of APC 2005/01215Disposal of Waste Water and De-icing Fluids 2006/01630Lease of the VIP Lounge REPORT OF THE STATUTORY BODY OF THE Company relations between interconnected persons in accordance with § 66a) (9) OF THE COMMERCIAL CODE 2006/01631Lease of Operational Space in T2 2006/01954Lease of Commercial Space DFR T2 2006/02070Electricity Supply 2007/02345Lease of Non-Residential Spaces T1 2007/02511Lease of Store DFR A and B 2007/02516Supply of Thermal Energy to APC and HF 2008/03125Lease of Disinfection Station 2008/03142Lease of Warehouse 72 DKP 2008/03143Lease of Blue Warehouse 2009/03853Fire Protection 2007/02718Consultation Services 2008/02910Establishment of an Easement on APC Technologies Room 2008/03327Agreement on a Future Contract Establishing the Right of First Refusal to Building HG 2008/03328Agreement on a Future Contract Establishing the Right of First Refusal to HF 2008/03329Agreement on a Future Contract Establishing the Right of First Refusal to Plots of Land in North Complex 2008/03333Agreement on a Future Contract Establishing Easements, Sewage 2008/03334Agreement on a Future Contract Establishing Easements, Weak Current 2008/03335Agreement on a Future Contract Establishing Easements, Strong Current 2008/03336Agreement on a Future Contract Establishing Easements, Heat 2008/03337Agreement on a Future Contract Establishing Easements, Water Supply 2008/03355Contract on Management and Maintenance 2008/03431Agreement of a Future Contract on the Sale of Neutralizing Station and Blue Warehouse 2009/03878Agreement on the Establishment of the Right of First Refusal to Plots of Land in North Complex 2009/04042Establishment of the Right of First Refusal in North Complex 2009/04114Lease of Non-residential Spaces HC, HF, HS annual report 2010 | 148 Contracting parties: ČEZ a.s.; Czech Airlines Agreement on Business Cooperation No other contracts were concluded in the reference period. The Board is of the opinion that the aforementioned contracts were concluded under ordinary commercial conditions and at customary business prices. The contract details are trade secrets within the meaning of § 17 of the Commercial Code. No detriment was caused to the controlled entity. section V. acts IN LAW UNDERTAKEN IN THE INTEREST of the interconnected persons, other MEASURES ADOPTED or EFFECTED BY THE CONTROLLED ENTITY IN THE INTEREST OF OR AT THE INSTIGATION OF the interconnected persons, PERFORMANCE AND consideration During the reference period, the Board of Directors of the controlled entity did not undertake any acts in law in the interest of the interconnected entities, and no other measures were adopted in the interest or at the instigation of the interconnected entities or were effected by the controlled entity. As far as the Board of Directors is aware, no measures or performance was assumed by the interconnected persons that would cause any detriment to the interconnected persons or the controlled entity. REPORT OF THE STATUTORY BODY OF THE Company relations between interconnected persons in accordance with § 66a) (9) OF THE COMMERCIAL CODE annual report 2010 | 149 Section VI. confidential information section VII. conclusion 1.Information and facts constituting trade secrets of the entities in the Group and also information and facts designated as confidential by any entity in the Group - controlling, controlled or interconnected – are deemed confidential. All business-related information which could be detrimental to any entity in the Group – separately or jointly with other information or facts – is also deemed confidential. 1.This Report was discussed and approved on 25 March 2011 at a regular meeting of the Board of Directors of Czech Airlines. 2. For the reasons set out above the Report does not include: ▶ information on projects intended to lead to the acquisition of a capital share in selected trading companies where the party preparing the acquisition is a controlled entity; ▶ information on the commercial and price terms of contracts. 2.This Report will be submitted for examination to the Supervisory Board and the auditor who will audit the financial statements within the meaning of a special act. Given that the controlled entity draws up the Annual Report, this Report will be attached to the Annual Report and will be placed within the legally defined time limit in the Collection of Documents maintained by the Commercial Register of the Municipal Court in Prague. Prague, 25 March 2011 Philippe Marc Moreels Vice-Chairman of the Board of Directors of Czech Airlines Mgr. Jiří Marek Member of the Board of Directors of Czech Airlines a.s. REPORT OF THE STATUTORY BODY OF THE Company relations between interconnected persons in accordance with § 66a) (9) OF THE COMMERCIAL CODE Exportní garanční a pojišťovací společnost, a.s. Severočeské mlékárny, a.s. Teplice KONAX a.s., in liquidation – key report data not delivered Ormilk, a.s., in liquidation – key report data not delivered Municipální finanční společnost a.s. (MUFIS a.s.) ČMFL, a.s., in liquidation Agrokredit, a.s., in liquidation, share 100%, registered office at Prague 4, Durychova 101, ID No. 25542524, share 100% UNITEX a.s. – key report data not delivered Česká exportní banka, a.s. ČEZ, a. s. – see Annex No. 2 BH CAPITAL, a.s. Teplotechna Prague, a.s. – key report data not delivered SEVAC a.s., in liquidation – key report data not delivered Výzkumný a zkušební letecký ústav, a.s. VIPAP VIDEM KRŠKO d.d. – key report data not delivered HOLDING KLADNO a.s., in liquidation – key report data not delivered Hotelinvest a.s. – key report data not delivered MERO ČR, a.s. MERO Germany AG – share 100%, registered office at Mero-Weg 1, 85088 Vohburg a.d. Donau, FRG, ID. No. 152122768 ČEPRO, a.s. PPP Centrum a.s. PAL a.s., in liquidation THERMAL-F, a.s. STROJÍRNY TATRA Prague, a.s., in liquidation STAVOCENTRAL, a.s., in liquidation HYPO-CONSULT, a.s. – share 100%, registered office at Prague 2, Jaromírova 64, 12800, ID No. 25072145 JUNIOR centrum, a.s., in liquidation JUNIA s.r.o., in liquidation Letiště Prague, a. s. Realitní developerská, a.s. – share 100%, registered office at K Letišti, 6/1019, Prague 6, ID No. 27174166 annual report 2010 | 150 Explosia a.s. FOSPOL a.s. – share 100%, registered office at Pardubice, Češkova 1758, 530 02, ID No. 15053628 ISTROCHEM Explosives a.s., in liquidation – share 100%, registered office at Bratislava, Nobelova 34, 836 05, Slovak Republic, ID No. 44254504 Explosia SK s.r.o., share 100%, registered office at Bratislava, Dostojevského rad 5, 811 09, Slovak Republic, ID No. 45909903 FOSPOL SK, spol. s r.o., share 100%, registered office at Humenné, Brestovská 123, 066 01, Slovak Republic, ID No. 44793502 GALILEO REAL, k.s. IMOB a.s. PRISKO a.s. ANNEX NO. 2 TO THE REPORT ON RELATIONS BETWEEN INTERCONNECTED PERSONS – CONCERN ČEZ Line no. Company name ID No. Address Owner Share of registered capital (%) 1 2 Centrum výzkumu Řež s.r.o. CEZTel, a.s. 26722445 25107950 Husinec-Řež č. p. 130, post code 250 68 Prague 2, Fügnerovo náměstí 1866/5, post code 120 00 ÚJV Řež ČEZ 100% 100% 3 ČEZ Distribuce, a. s. 27232425 Děčín 4, Teplická 874/8, post code 405 02 ČEZ 100% 4 ČEZ Distribuční služby, s.r.o. 26871823 Ostrava, Moravská Ostrava, 28. října 3123/152, post code 709 02 ČEZ 100% 5 ČEZ Distribuční zařízení, a.s. 28922727 Prague 4, Duhová 2/1444, post code 140 53 ČEZ 100% 6 7 8 9 10 11 12 13 14 15 16 17 ČEZ ENERGOSERVIS spol. s r.o. ČEZ Logistika, s.r.o. ČEZ Měření, s.r.o. ČEZ Obnovitelné zdroje, s.r.o. (ČEZ OZE) ČEZ Prodej, s.r.o. ČEZ Správa majetku, s.r.o. ČEZ Zákaznické služby, s.r.o. ČEZ Energetické služby, s.r.o. ČEZ Energetické produkty, s.r.o. ČEZ ICT Services, a.s. Elektrárna Chvaletice, a.s. EGI, a.s., v likvidaci 60698101 26840065 25938878 25938924 27232433 26206803 26376547 27804721 28255933 26470411 28786009 60721332 Třebíč, Bráfova 16, post code 674 01 Ostrava, Moravská Ostrava, 28. října 3123/152, post code 709 02 Hradec Králové, Riegrovo náměstí 1493, post code 500 02 Hradec Králové, Křižíkova 788, post code 500 03 Prague 4, Duhová 1/425, post code 140 53 Děčín IV., Teplická 874/8, post code 405 49 Plzeň, Guldenerova 2577/19, post code 303 28 Ostrava, Vítkovice, Výstavní 1144,post code 706 02 Hostivice, Komenského 534, post code 253 01 Prague 2, Fügnerovo náměstí 1866/5, post code 120 00 Chvaletice, K Elektrárně 227, post code 533 12 Prague 6, Milady Horákové 109, post code 160 41 ČEZ ČEZ ČEZ ČEZ ČEZ ČEZ ČEZ ČEZ ČEZ ČEZ ČEZ ŠKODA Prague 100% 100% 100% 99.9% 100% 100% 100% 100% 100% 100% 100% 100% 18 FVE Buštěhrad,a.s. 27420493 Hradec Králové, Křižíkova 788, post code 500 03 ČEZ OZE 100% 19 20 21 22 23 24 25 26 27 28 PPC Úžín, a.s. LACOMED, spol. s r.o. LOMY MOŘINA spol. s r.o. Nuclear Safety & Technol.Centre s.r.o. OSC, a.s. PRODECO, a.s. SD – 1. strojírenská, a.s. SD – Autodoprava, a.s. SD – Kolejová doprava, a.s. SD – Rekultivace, a.s. 27198367 46348875 61465569 27091490 60714794 25020790 25437127 25028197 25438107 27329011 Prague 3, Seifertova 570/55, post code 130 00 Husinec-Řež č. p. 130, post code 250 68 Mořina, post code 267 17 Husinec-Řež, č.p.130, post code 250 68 Brno, Staňkova 18a, post code 612 00 Teplice, ul. Masarykova 51, post code 416 78 Bílina, ul. Důlní čp. 437, post code 418 01 Bílina, Důlní 429, post code 418 01 Kadaň, Tušimice 7, post code 432 01 Kadaň, Tušimice 7, post code 432 01 ČEZ ÚJV Řež ČEZ ÚJV Řež ČEZ SD SD SD SD SD 100% 62.50% 51.05% 40% 66.67% 100% 100% 100% 100% 100% 29 Bioplyn technologie, s.r.o. 26407086 Hradec Králové, Křižíkova 788, post code 500 03 ČEZ OZE 100% 30 31 32 SD – KOMES, a.s. Severočeské doly a.s. SINIT, a.s. 28666674 49901982 25397401 Most, Moskevská 14/1, post code 434 01 Chomutov, Boženy Němcové 5359, post code 430 01 Ostrava-Mariánské Hory, Emila Filly 296/13, post code 709 00 SD ČEZ ČEZnet 92.65% 100% 100% 33 Skládka Tušimice, a.s. 25005553 Teplice, Úprkova 3120, post code 415 01 SD 98.00% 34 35 36 37 38 STE – obchodní služby spol. s r.o. v li. ŠKODA Prague a.s. ŠKODA Prague Invest s.r.o. ŠKO-ENERGO FIN, s.r.o. ŠKO-ENERGO, s.r.o. 49826182 00128201 27257517 61675954 61675938 Prague 2, Vinohradská 325/8, post code 120 21 Prague 4, Duhová 2/1444, post code 140 74 Prague 4, Duhová 2/1444, post code 140 74 Mladá Boleslav 1, Tř. Václava Klementa 869, post code 293 60 Mladá Boleslav 1, Tř. Václava Klementa 869, post code 293 60 ČEZ ČEZ ČEZ ČEZ ČEZ 100% 100% 100% 5% 12% annual report 2010 | 151 Comments wound up as of 1 October 2010 – merger with ČEZ Distribuční zařízení, a.s., by formation of new Company wound up as of 1 October 2010 – merger with ČEZ Distribuce, a.s., by formation of new Company 1 February 2010 – establishment 6 April 2010 purchase of 100% share 5 May 2010 purchase of 100% share up to 22 January 2010 share of 98%, then 0% – sale ANNEX NO. 2 TO THE REPORT ON RELATIONS BETWEEN INTERCONNECTED PERSONS – CONCERN ČEZ 39 40 41 42 43 44 ŠKODA VÝZKUM s.r.o. EGP INVEST, spol. s r.o. Ústav aplik. mechaniky Brno, s.r.o. ČEZ Teplárenská, a.s. Teplárna Trmice, a.s. Ústav jaderného výzkumu Řež a.s. 47718684 16361679 60715871 27309941 28707052 46356088 Plzeň, Tylova 1/57, post code 316 00 Uherský Brod, Antonína Dvořáka 1707, post code 688 01 Brno, Veveří 95, č.p. 972, post code 611 00 Chomutov, Školní 1051/30, post code 430 01 Trmice, Edisonova 453, post code 400 04 Husinec-Řež, č. p. 130, post code 250 68 ÚJV Řež ÚJV Řež ÚJV Řež ČEZ ČEZ ČEZ 100% 100% 100% 100% 85% 52.46% 45 CZECH HEAT, a.s. 27587991 Prague 10, Jižní spojka 3247, post code 106 00 ČEZ 100% 46 Energetické centrum, s.r.o. 26051818 Jindřichův Hradec, Otín čp.3, post code 377 01 ČEZ 100% 47 ČEZ Bohunice, a.s. 28861736 Prague 4, Duhová 2/1444, post code 140 74 ČEZ 100% 48 MALLA, a.s. 28263341 Tábor, Špitálské nám. 509, post code 390 01 ČEZ OZE 100% 49 Š-BET, s.r.o. 25994522 Janov, čp. 315, post code 569 55 ČEZ OZE 100% 50 Elektra Žabčice, a.s. 28270975 Hradec Králové, Křižíkova 788, post code 500 03 ČEZ OZE 100% 51 EDICOLA, a.s. 27756769 Hradec Králové, Křižíkova 788, post code 500 03 ČEZ OZE 100% 52 53 GENTLEY, a.s. Bohemian Development, a.s. 28209117 28073142 Prague 4, Michle, Duhová 1444/2, post code 14053 Prague 1, V kolkovně 920/5, post code 110 00 ČEZ GENTLEY 100% 100% 54 TEPLEX s.r.o. 28707800 Ústí nad Labem, Masarykova 209, post code 400 01 ČEZ Tepl. 100% 55 Martia, a.s. Tepelné hospodářství města Ústí nad Labem s.r.o. 25006754 Ústí/Labem, Mezní 2854/4, post code 400 11 ČEZ Tepl. 100% 49101684 Ústí nad Labem, Malátova 2437/11, post code 400 01 Tep. Trmice 19.60% 49101684 Ústí nad Labem, Malátova 2437/11 post code 400 01 ČEZ Tepl. 36.25% 56 57 Tepelné hospodářství města Ústí nad Labem s.r.o. 58 ULITEP, spol. s r. o. 62741144 Ústí nad Labem, Špitálské nám. 11, post code 400 01 Tep.Trmice 65% 59 eEnergy Ralsko, a.s. 28217918 Prague 4, Michle, Duhová 1444/2, post code 14053 ČEZ 100% 60 3L invest a.s. 26780828 Prague 4, Michle, Duhová 1444/2, post code 14053 eEn.Ral. 100% 61 FVE Vranovská Ves, a.s. 28432495 Prague 4, Michle, Duhová 1444/2, post code 14053 ČEZ 100% 62 DOMICA FPI, s.r.o. 28289650 Prague 4, Michle, Duhová 1444/2, post code 14053 FVE V.V. 100% 63 Vrtné a trhací práce, a.s. 25022768 Bílina, Důlní 375/89, post code 418 29 SD-Autodop. 100% 64 Jadrová energetická spoločnosť Slovenska, a.s. 45337241 Bratislava, Tomašíkova 22, post code 820102 ČEZ Bohun. 49% 65 JESS Invest, s.r.o. 45659044 Bratislava, Tomašíkova 22, post code 820102 Jadr.en.spol.Slov. 100% annual report 2010 | 152 7 May 2010 purchase of 85% share 14 December 2010 – winding up; merger successor subsidiary Energetické centrum, s.r.o. 14 December 2010 merger with parent Company CZECH HEAT, a.s. as the Company being wound up; ČEZ – acquisition of 100% shares 1 November 2010 merger with ČEZ OZE – winding up 1 November 2010 merger with ČEZ OZE – winding up 1 November 2010 merger with ČEZ OZE – winding up 1 November 2010 merger with ČEZ OZE – winding up wound up as of 1 November 2010 – merger with successor ČEZ Teplárenská,a.s. 7 May 2010 purchase of 19.60% share 1 November 2010 merger with successor ČEZ Tepl. with TEMPLEX,s.r.o. (16.67% na THMÚ) and detach. part MARTIA,a.s.(19,58% na THMÚ) 7 May 2010 – purchase of 65% share 10 June 2010 purchase of 100% share 10 June 2010 purchase of 100% share eEng.Ralsko 8 July 2010 purchase of 100% share 8 July 2010 purchase of 100% share FVE Vranovská Ves, a.s. wound up as of 31 July 2010; merger – with successor SD Autodop. 1 August 2010 established, ČEZ Bohunice owns 49% founder ANNEX NO. 2 TO THE REPORT ON RELATIONS BETWEEN INTERCONNECTED PERSONS – CONCERN ČEZ 66 eEnergy Hodonín, a.s. 28217853 Prague 4, Michle, Duhová 1444/2, post code 14053 ČEZ 100% 67 eEnergy Ralsko-Kuřivody, a.s. 28208811 Prague 4, Michle, Duhová 1444/2, post code 14053 ČEZ 100% 68 AREA-GROUP CL, a.s. 25431781 Prague 4, Michle, Duhová 1444/2, post code 14053 eE.Ral.-Kuř. 100% 69 ČEZ Distribuce, a. s. 24729035 Děčín IV-Podmokly, Teplická 874/8, post code 405 02 ČEZ 100% 70 ENERGIE KRUPKA, s.r.o. 25410083 Krupka 1, Mariánské nám. 22, post code 417 42 ČEZ Tep. 50% 71 FM service, s.r.o. 25445626 Ústí nad Labem, Mezní 2854/4, post code 400 11 MARTIA,a.s 50% 72 CZ INVEST-PLUS 28075951 Hradec Králové, Křižíkova 788, post code500 03 EDICCOLA 100% 73 KEFARIUM, a.s. 27936392 Hradec Králové, Křižíkova 788, post code 50003 ČEZ OZE 100% Fra Andela Zvizdovića br.1, Sarajevo, Bosnia and Herzegovina Sofia, Municipality of Sredets, 140 G.S. Rakovski street, PC 1000, Bulgaria ul. RondoONZ, likal VII Pietro, Warsaw, 00-124 München, Karl-Theodor Str. 69, 80803, Germany ČEZ 100% ČEZ 100% ČEZ ČEZ 100% 100% ČEZ 100% ČEZ 67% 74 CEZ Bosna i Hercegovina d.o.o. 75 CEZ Bulgaria EAD 76 77 CEZ Ciepło Polska sp. z o.o. CEZ Deutschland GmbH 65-01-0142-08 BULSTAT No. 131434768 0000287855 HRB 139537 78 CEZ Distributie S.A. 14491102 Craiova, Dolj County, 2, Brestei St, PC 200581, Romania 79 CEZ Elektro Bulgaria AD Sofia, Municipality of Sredets, 140 G.S. Rakovski street, PC 1000, Bulgaria Village of Ezerovo, Varna District, PC 9168 Varna, Bulgaria 80 CEZ Elektroproizvodstvo Bulgaria AD BULSTAT No. 175133827 200511185 ČEZ 100% 81 CEZ Finance B.V. 33264065 Hogehilweg 7H, 1101 CA Amsterdam Zuidoost, the Netherlands ČEZ 100% 82 CEZ Hungary Ltd. 13520670-4013-113-01 Károlyi Mihály u.12 IV.em., Ybl Palota Irodaház, 1053 Budapest, Hungary ČEZ 100% 83 CEZ Chorzow B.V. 24305703 Hogehilweg 7H, 1101 CA Amsterdam Zuidoost, the Netherlands CEZ Silesia 100% 84 CEZ Laboratories Bulgaria EOOD BULSTAT No. 175123128 14 Dobrinova Skala str., Lyulin Municipality, Sofia, Bulgaria ČEZ 100% 85 CEZ MH B.V. 24426342 Hogehilweg 7H, 1101 CA Amsterdam Zuidoost, the Netherlands ČEZ 100% 86 CEZ Poland Distribution B.V. 24301380 Hogehilweg 7H, 1101 CA Amsterdam Zuidoost, the Netherlands ČEZ 100% 87 CEZ Polska sp. z o.o. 000026614 ul. Rondo ONZ, lokal VII Pietro, Warsaw, 00-124, Poland ČEZ 100% 88 CEZ Romania S.A. 18196091 Bucharest, Sector 1, Str. Ion Ionescu De La Brad, Nr. 2A, Romania ČEZ 100% 89 CEZ RUS OOO 1087746177628 Presnenskij val 19, Moscow, 123557, Russian Federation ČEZ 100% 90 CEZ Servicii S.A. 20749442 Pitesti, 148 Republicii Boulevard, 110177, Romania ČEZ 100% annual report 2010 | 153 6 August 2010 purchase of 100% share 24 August 2010 purchase of 100% share 24 August 2010 purchase of 100% shares eEn.Ral.-Kuř. 1 October 2010 – establishment 1 November 2010 – detach. parts from MARTIA, a.s. 1 November 2010 merger with ČEZ OZE – winding up 8 December 2010, purchase of 100% share change in share of ČEZ, a.s., as of 30 June 2010 – sale of 1 share to CEZ Poland Distribution B.V. change of registered office from 1 July 2010 change of registered office from 16 October 2010 change of registered office change of registered office from 14 October 2010 change of registered office from 14 October 2010 to 26 February 2010 increase in registered capital change of legal form of entity from S.R.L. to S.A. + change in share of ČEZ, a.s., as of 27 October 2010 to 99.9998% and as of 31 December 2010 to 99.9995%, in both cases sale to CEZ Poland Distribution B.V. from 28 July 2010 ČEZ, a.s., 100%, as of 31 December 2010 winding up by merger with Company CEZ Romania S.A. ANNEX NO. 2 TO THE REPORT ON RELATIONS BETWEEN INTERCONNECTED PERSONS – CONCERN ČEZ 91 CEZ Silesia B.V. 24305701 Hogehilweg 7H, 1101 CA Amsterdam Zuidoost, the Netherlands ČEZ 100% 92 93 CEZ Slovensko, s.r.o. CEZ Srbija d.o.o. 36797332 20180650 BULSTAT No. 113570147 0000281965 Gorkého 3, Bratislava, 811 01, Slovakia Bulevar Mihajla Pupina 6, Belgrade, Serbia Sofia, Municipality of Sredets, 140 G.S. Rakovski street, PC 1000, Bulgaria ul. Rondo ONZ, lokal VII Pietro, Warsaw, 00-124, Poland ČEZ ČEZ 100% 100% 94 CEZ Trade Bulgaria EAD 95 CEZ Trade Polska Sp. z o.o. ČEZ 100% ČEZ 100% 99.99375 % 96 CEZ Trade Romania S.R.L. 21447690 Bucharest Sector 1, Ion Ionescu de la Brad, Nr. 2B, Romania ČEZ 97 CEZ Ukraine CJSC 34728482 Velika Vasilkivska street 5, 01004 Kiev, Ukraine ČEZ 100% 98 CEZ Vanzare S.A. 21349608 Craiova, Dolj County, 2, Brestei St, PC 200581, Romania ČEZ 100% 99 CM European Power International B.V. 24439848 Weena 327, 3013 AL, Rotterdam, the Netherlands ČEZ/MOL 50% 100% 100 CM European Power International s.r.o. 44525133 Lakeside Park, Tomášikova 64, 831 04 Bratislava, Slovakia CM European Power International B.V. 101 Elektrociepłownia Chorzów ELCHO sp. z o.o. 0000060086 ul. M. Skłodowskiej-Curie 30, 41-503 Chorzów, Poland CEZ Chorzow 100% 102 CEZ Razpredelenie Bulgaria AD BULSTAT No. 130277958 Sofia, 330 Tsar Simeon St., Ilinden region, PC 1309, Bulgaria ČEZ 67% 103 Elektrownia Skawina S.A. 0000038504 ul. Piłsudskiego 10, 32-050 Skawina, Poland CEZ Poland Distribution 100% Tomis Team S.R.L. 100% ČEZ ČEZ 51% 100% ČEZ 95% ČEZ 100% 104 MW Team Invest S.R.L. 18926986 105 106 NERS d.o.o. New Kosovo Energy L.L.C. RU-1-1864-00 70371863 107 Ovidiu Development S.R.L. 18874682 108 TEC Varna EAD BULSTAT No. 103551629 109 Tomis Team S.R.L. 18874690 110 CEZ Albania Sh.A. 111 2B Ion Ionescu de la Brad Street, 2nd floor, room 3, Sector 1, Bucharest, 013813, Romania Industrijska zona bb, Gacko, PC 89240, Bosnia and Herzegovina Andrej Gropa Nr. 30, Pristina, PC 10000, Kosovo 2B Ion Ionescu de la Brad Street, 2nd floor, room 1, Sector 1, Bucharest 013813, Romania Village of Ezerovo, Varna District, PC 9168 Varna, Bulgaria ČEZ 100% K91629005R 2B Ion Ionescu de la Brad Street, 2nd floor, room 2, Sector 1, Bucharest, 013813, Romania Abdyl Frasheri Street, EGT Tower, P. 12/1, Tirana, Albania ČEZ 100% CEZ Shpërndarje Sh.A. (former Operatori i Sistemit te Shperndarjes Sh.A.) K72410014H Blloku Vasil Shanto, Tirane, Albania ČEZ 76% 112 113 CEZ Trade Albania SH.P.K. CEZ Finance Ireland Ltd. K92129026D 471 391 Abdyl Frasheri Street, EGT Tower, P. 12/1, Tirana, Albania Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland 100% 100% 114 MOL-CEZ European Power Hungary Ltd. 13-09-115216 Olajmunkás út. 2, Százhalombatta, 2440, Hungary 115 JTSD - Braunkohlebergbau GmbH HRB 9374 Glück-Auf-Straße 1, 06712 Zeitz, Germany ČEZ ČEZ CM European Power International B.V. Severočeské doly / Lignite Investments 1 Ltd. 116 Mitteldeutsche Braunkohlengesellschaft mbH (MIBRAGmbH) HRB 207574 Wiesenstrasse 20, 06727 Theissen, Germany JTSD raunkohlebergbau GmbH 117 Fernwärme GmbH Hohenmölsen - Webau HRB 204190 Ernst-Thälmann-Str. 6, 06679 Hohenmölsen, Germany Stadt Hohenmölsen annual report 2010 | 154 change of registered office from 14 October 2010 change in share of ČEZ, a.s., as of 30 June 2010, sale of 1 share to CEZ Poland Distribution B.V. increase in registered capital as of 18 March 2010 change in share – from 30 August 2010 CEZ Chorzow B.V. 100% change of registered office 25 March 2010 change of registered office 25 March 2010 change of registered office 25 March 2010 change of Company name (formerly Operatori i Sistemit te Shperndarjes Sh.A.) 100% change of registered office from 50% Severočeské doly. 50% 1 January 2010, as of 26 January 2010 Lignite Investments 1 Ltd. merger with Mibrag B.V. change of owner (merger between 100% JTSD and Mibrag B.V.) as of 26 January 2010 51% Stadt Hohenmölsen. 49% MIBRAGmbH ANNEX NO. 2 TO THE REPORT ON RELATIONS BETWEEN INTERCONNECTED PERSONS – CONCERN ČEZ HRB 210208 Elsteraue OT Profen, Platz der Freiheit 4, 06729, Elsteraue, Germany 118 GALA-MIBRAG-Service GmbH 119 Gröbener Logistik GmbH Spedition, Handel und Transport HRB 205569 Werkstrasse 1, 06682 Gröben, Germany MIBRAG GmbH 100% 120 Montan Bildungs-und Entwicklungsgesellschaft mbH HRB 212202 Wiesenstrasse 20, 06727 Theissen, Germany MIBRAGmbH 100% 121 MUEG Mitteldeutsche Umwelt - und Entsorgung GmbH HRB 201620 Geiseltalstrasse 1, 06242 Braunsbedra, Germany MIBRAGmbH/ Remondis Kommunale Dienste Ost GmbH 50% MIBRAGmbH. 50% Remondis Kommunale Dienste Ost GmbH MIBRAGmbH annual report 2010 | 155 100% change in share – from 1 January 2010 100% MIBRAG GmbH, as of 26 January 2010 merger with MIBRAG B.V. – winding up 122 Ingenieurbüro für Grundwasser GmbH HRB 2322 Nonnenstrasse 9, 04229 Leipzig, Germany see next column 25% Mitteldeutsche Braunkohlengesellschaft mbH.17% Dr. Holger Mansel. 17% Bernd Haferkorn. 17% Dr. Dietrich Sames.12% Prof. Ludwig Luckner.12% Prof. Dr. R. Mull u. Partner GmbH 123 CEZ International Finance B.V. 24 461 985 Hogehilweg 7H, 1101 CA Amsterdam Zuidoost, the Netherlands ČEZ 100% 124 Aken B.V. 24 356 181 Bergweg 133-A, 3037 EE Rotterdam, the Netherlands Akenerji Elektrik Üretim A.S. 100% 125 Mibrag B.V. 33 254 246 Handweg 159, 1185 TX Amstelveen, the Netherlands JTSD raunkohlebergbau GmbH 100% 321 795 ul. M. Skłodowskej-Curie 30, 41-503 Chorzow, Poland ČEZ 100% 127 CEZ Produkty Energetyczne Polska sp. z o.o. CEZ Nowa Skawina S.A. 336 846 ul. Piłsudskiego 10, 32-050 Skawina, Poland ČEZ 128 Energonuclear S.A. 25 344 972 Str. Polona 65, Etaj 5, Sector 1, Bucharest, Romania Societatea Nationala Nuclearelectrica 129 Akcez Enerji A.S. 683 905 Miralay Şefik Bey Sok. Ak-Han No. 15, Room no: 3, Gümüşsuyu Beyoğlu, 34437, Istanbul, Turkey see next column 100% Societatea Nationala Nuclearelectrica SA 51%. ArcelorMittal Galati SA 6.2%. ČEZ a.s. 9.15%. GDF sale of share in Company as of SUEZ S.A. 9.15%. Enel 30 December 2010 Investment Holding BV 9.15%. Iberdrola Generación S.A.U. 6.2%. RWE Power AG 9.15% Akenerji Elektrik Üretim Anonim Şirketi 45%. Ali Raif Dinçkök 0.0000002%. Ömer Dinçkök 0.0000002%. Akkök Sanayi Yatırım ve Geliştirme A.Ş. 27.4999996% ČEZ. a.s. 27.5000000% 126 change of registered office from 16 August 2010 wound up – merger with JTSD Braunkohlebergbau GmbH as of 26 January 2010 ANNEX NO. 2 TO THE REPORT ON RELATIONS BETWEEN INTERCONNECTED PERSONS – CONCERN ČEZ 130 Sakarya Elektrik Dagıtım A.S. 10941-18573 Miralay Şefik Bey Sok. Ak-Han No. 15, Gümüşsuyu Beyoğlu, 34437, Akcez Enerji A.S. Istanbul, Turkey 131 Akenerji Elektrik Üretim A. S. 255005/202577 Miralay Şefik Bey Sokakm No. 13, K:4, Oda No. 1, Gümüşsuyu Beyoğlu, 34437, Istanbul, Turkey see next column 132 Mem Enerji Elektrik Üretim Sanayi ve Ticaret A.S. 625774 Miralay Şefik Bey Sokakm No. 13, K:4, Oda No. 1, Gümüşsuyu Beyoğlu, 34437, Istanbul, Turkey Akenerji Elektrik Üretim A.S. 133 Akkur Enerji Üretim A.S. 607030 Miralay Şefik Bey Sokak, Ak Han No.15-17, K:3-4, Oda No. 2, Gümüşsuyu Beyoğlu, 34437, Istanbul, Turkey Akenerji Elektrik Üretim A.S. 134 Akenerji Elektrik Enerjisi Ithalat Ihracat ve Toptan Ticaret A.S. 512971 Miralay Şefik Bey Sokak, No.13, K:4, Oda No. 1, Gümüşsuyu Beyoğlu, 34437, Istanbul, Turkey Akenerji Elektrik Üretim A.S. annual report 2010 | 156 Akcez Enerji A.S. 99.99999828 %. CEZ Poland Distribution B.V. 0.00000043%. CEZ Silesia B.V. 0.00000043%. Gamze Dinckok Yucaoglu 0.00000043%. Raif Ali Dinckok 0.00000043%. Akkök Sanayi Yatırım ve Geliştirme Anonim Şirketi 20.4329%. Emniyet Ticaret ve San. Anonim increase in registered capital Şirketi. 5.3568%. Ömer as of 14 July 2010 Dinçkök 5.7859%. Ali Raif Dinçkök 5.7859%. ČEZ. a.s. 37.3614%. Other Shareholders 25.2772% Akenerji Elektrik Üretim Anonim Şirketi 99.000%. Ali Raif Dinçkök 0.3650%. Ömer Dinçkök 0.1400%. Raif Ali Dinçkök 0.1200%. Ayça Dinçkök 0.1200%. Gamze Dinçkök Yücaoğlu 0.1200%. Mutlu Dinçkök 0.1200%. Alize Dinçkök 0.0150% Akenerji Elektrik Üretim Anonim Şirketi 99.000%. Ali Raif Dinçkök 0.3561%. Ömer Dinçkök 0.3500%.Raif Ali Dinçkök 0.1250%.Ayça Dinçkök 0.0500%.Gamze Dinçkök Yücaoğlu 0.0500%. Mutlu Dinçkök 0.0500%. Alize Dinçkök 0.0189%. Akenerji Elektrik Üretim Anonim Şirketi 90.0000%. Ali Raif Dinçkök 4.0000%. Ömer Dinçkök 4.0000%. Ayça Dinçkök 1.0000%. Raif Ali Dinçkök 1.0000 %. ANNEX NO. 2 TO THE REPORT ON RELATIONS BETWEEN INTERCONNECTED PERSONS – CONCERN ČEZ 135 Egemer Elektrik Üretim A.S. 695245 Miralay Şefik Bey Sokak, Ak Han No.15-17, K:3-4, Oda No. 1, Gümüşsuyu Beyoğlu, 34437, Istanbul, Turkey Akenerji Elektrik Üretim A.S. 136 AK-EL Yalova Elektrik Üretim A.S. 417382 Miralay Şefik Bey Sokakm No. 13, K:4, Oda No. 1, Gümüşsuyu Beyoğlu, 34437, Istanbul, Turkey Akenerji Elektrik Üretim A.S. 137 Akka Elektrik Üretim A.S. 664669 Miralay Şefik Bey Sokakm No. 13, K:4, Oda No. 1, Gümüşsuyu Beyoğlu, 34437, Istanbul, Turkey Akenerji Elektrik Üretim A.S. 138 CM European Power Slovakia s.r.o. 44 354 258 Vlčie Hrdlo 1, Bratislava 824 12, Slovakia CM European Power International B.V. 139 MIBRAG Neue Energie GmbH HRB 25878 Glück-Auf-Straße 1, 06712 Zeitz, Germany Mitteldeutsche Braunkohlengesellschaft mbH 140 Ickale Enerji Elektrik Ǖretim ve Ticaret A.S. 736921 141 Akenerji Dogal Gaz Ithalat Ihracat ve Toptan Ticaret A.S. 745367 Miralay Şefik Bey Sokak No:13 Kat:4 Oda: 1 Gümüşsuyu / Beyoğlu - İstanbul Miralay Şefik Bey Sokak No:15 Kat:3 Oda: 3 Gümüşsuyu / Beyoğlu - İstanbul Akenerji Elektrik Üretim A.S. Akenerji Elektrik Üretim A.S. 142 Taidana Limited HE 272531 Griva Digeni 115, Trident Centre, 3101 Limassol, Cyprus Tomis Team S.R.L. Akenerji Elektrik Üretim A.Ş. TRY 134 999 992.50. 99.9999944%. Raif Ali Dinçkök TRY 1.25. 0.0000009% Ayça Dinçkök. TRY 1.25. 0.0000009% Gamze Dinçkök Yücaoğlu TRY 1.25. 0.0000009% CEZ Poland Distrıbution B.V. TRY 1.88. 0.0000014% CEZ Silesia B.V. TRY 1.87. 0.0000014% Akenerji Elektrik Üretim Anonim Şirketi 90.0721429%. Ömer Dinçkök 4.0639286%. Ali Raif Dinçkök 4.0638571%. Emniyet Ticaret Anonim Şirketi 1.8000000%. Raif Ali Dinçkök 0.0000714% Akenerji Elektrik Üretim Anonim Şirketi 90.0000%. Ali Raif Dinçkök 3.6500%. Ömer Dinçkök 3.5000%. Raif Ali Dinçkök 1.2000%. Ayça Dinçkök 0.5000%. Gamze Dinçkök Yücaoğlu 0.5000%. Mutlu Dinçkök 0.5000%. Alize Dinçkök 0.1500%. 24.5% = ČEZ. a.s. 51% = CM European Power International B.V. 24.5% = Slovnaft. a.s. 100% 99.99% 99.99% 100% annual report 2010 | 157 change in shareholder structure as of 4 November 2010 new Company – effective date 19 February 2010 new Company – date of acquisition 20 May 2010 new Company – date of acquisition 20 August 2010 new Company – date of acquisition 7 December 2010 Equity holdings of Czech Airlines in which the Company had significant or decisive influence in the year 2010 AMADEUS MARKETING CSA, s.r.o., ID No. 496 80 030, registered office at Prague 8, Sokolovská 100/94, 186 00, entered in the Commercial Register administered by the Municipal Court in Prague, Section C, File No. 21718. Czech Airlines a.s. owns 65%. Slovak Air Services, s.r.o., ID No. 313 73 844, registered office at M.R. Štěfánika, Bratislava, 820 01, entered in the Commercial Register administered by the District Court in Bratislava 1, Section Sro, File No. 7125/B. Czech Airlines a.s. owned 100% untill 30 September 2010. Czech Airlines Handling, s.r.o. / ČSA Support s.r.o. / Company name changed on 9 February 2010, registered office at Prague 6, Jana Kašpara 1069, post code 160 08, ID No. 256 74 285, entered in the Commercial Register administered by the Municipal Court in Prague, Section C, File No. 60140. Czech Airlines a.s. owns 100%. CSA Services, s.r.o., ID No. 250 85 531, registered office at Prague 6, K letišti, 161 00, entered in the Commercial Register administered by the Municipal Court in Prague, Section C, File No. 48439. Czech Airlines a.s. owns 100%. HOLIDAYS Czech Airlines, a.s., ID No.: 61860336, registered office at Prague 6, Jana Kašpara 1069, 160 08, entered in the Commercial Register administered by the Municipal Court in Prague, Section B, File No. 2929. Czech Airlines a.s. owns 100%. Czech Airlines Technics, a.s. / ClickforSky, a.s. /, Company name changed on 15 June 2010, ID No. 27145573, registered office at Prague 6, Jana Kašpara 1/1069, 160 08, entered in the Commercial Register administered by the Municipal Court in Prague, Section B, File No. 9307. Czech Airlines a.s. owns 100%. annual report 2010 | 158 Responsibility for the Annual Report The data provided in the Annual Report for the year 2010 correspond to reality. No essential facts that could influence an accurate and proper assessment of the jointstock Company Czech Airlines, which is the controlling entity in relation to its subsidiary companies and together with them forms a consolidated unit, were omitted. Philippe M. Moreels Chairman of the Board of Directors Ing. Marek Týbl Vice-Chairman of the Board of Directors annual report 2010 | 159 Glossary and Abbreviations AEA – Association of European Airlines AOC – Air Operator Certificate AOG – Aircraft On Ground (refers to a situation when an aircraft is on the ground and cannot fly for technical reasons) CUSS – Common Use Self Service IATA – International Air Transport Association ICT – Information and Communication Technology GSA – General Sales Agent ICAO – International Civil Aviation Organization JAR – Joint Airworthiness Requirements ZFTT – Zero Flight Time Training annual report 2010 | 160 contacts annual report Czech Airlines Prague Airport 160 08 PRAGUE 6 Identification no.: 45795908 the Company entered in the Commercial Register maintained by the Municipal Court in Prague, Section B, File no. 1662 Telephone numbers: Airport: +420 220 111 111 APC: +420 220 116 303 Call Centre: +420 239 007 007 +420 800 310 310 e-mail: call.centre@csa.cz, box.apc_recepce@csa.cz www.czechairlines.com 2010 | 161